Ultimate SpiderMan First Genesis
by Mimick
Summary: Bitten by a genetically altered spider, high school student Peter Parker has gained the proportionate strength, speed, agility, and early danger sense of the mutated arachnid. Grief stricken by the loss of his beloved Uncle Ben, Peter has learned an inval
1. Chapter 1: Growing Responsibilities pt 1

**_Bitten by a genetically altered spider, high school student Peter Parker has gained the proportionate strength, speed, agility, and early danger sense of the mutated arachnid. Grief stricken by the loss of his beloved Uncle Ben, Peter has learned an invaluable lesson. That with great power comes great responsibility. Armed with his wondrous web shooters Peter struggles to balance a high school curriculum, a part time job, and the life of a misunderstood vigilante._**

_**Note: This fan fiction series is my own ultimate version of Spider-Man and is done for fun. I am no way seeking profit for this venture. Spider-Man and all characters ultimate or otherwise belong to Marvel Entertainment. I am just a fan having fun.**_

_**Ultimate Spider-Man #1 "Growing Responsibilities Part 1"**_

Who am I? You sure you want to know. The story of my life is not for the faint of heart. If somebody said it was happy little tale. If somebody told you, I was just your average ordinary guy with not a care in the world…then some one lied.

_---_

**Forest Hills, Queens…**

All the students aboard school bus thirteen laughed as a brown haired teen with wire trim glasses ran along side the bus banging the side to be let in. After few minutes of banging, the bus driver stopped the bus and let the kid aboard. He was hunched over and wore blue wire trimmed glasses, a dark long sleeved shirt, blue jeans, and sneakers. He had his bag slung over his shoulder as he looked through the isles for a place to sit. He took one glance at the girl in the fourth isle as she sat on the lap of the varsity team's star quarterback Flash Thompson. Her emerald green eyes piercing into the abyss that was his heart and light red hair that was burned through his senses like fire. The boy knew this girl as Mary Jane Watson and he had a crush on her since third grade. As he started to smile at her, a chubby teen to his left named Kong stuck out his foot and tripped the kid causing him to fall on his face.

"Nice one Parker," Some one in back commented.

The other kids laughed as he picked himself up and he looked for a seat only to find that no one would allow him to sit next to them. He sighed and sat in the isle way in the back. The kids continued to chatter and ignore him through out the whole bus ride as they rode all the way to Midtown High. As soon as the bus stopped all of the students got off with Parker the last to get off. When he got to the door to get out, the bus driver tugged on his shirt.

"If your late again Parker, I won't be so kind."

"Yes, Ms. Williams."

Parker got off of the bus and rushed inside as the bell rung. He was going to be late for class and that made him feel even worse.

---

**Oscorp…**

Norman Osborn came down the steps as Stromwell finished updating General Slogan on the progress of the OZ formula. He adjusted his tie and walked up to the general with a devious and smug smile.

"General Slogan its so nice to--"

"--Cut the crap Osborn. How is the OZ performance enhancer coming?"

"It's running along smoothly, General. We have committed several tests with spiders and they all were successes."

"All except one," Stromwell interrupted.

Norman eyed Stromwell darkly and went to say something, but General Slogan silenced him with a raised hand. "Go on Stromwell."

"The one spider's test results were aggression and insanity. We have no idea out of how many attempts would cause these side effects."

"What do you recommend Stromwell?"

"We take the whole line back to formula. This way we can see out of how many doses would cause this instability."

"Are you out of your mind Stromwell?" Norman said. "I--"

"Enough! Osborn you already know how impatient my superiors are in seeing your formula work. So, I give you this ultimatum. You get that formula ready for human testing in one week or I'm pulling the plug."

General Slogan left after that followed by his staff and Norman eyed Stromwell before storming off.

---

**Midtown High…**

The freshman science class was busy with their class assignment when the teacher started handing out permission forms to the students. The permission form was one that needed parents consent for the students to participate in a field trip to Oscorp to learn about their new experiments with spiders. The teacher slammed the paper down on Parker's desk as Parker was daydreaming and yelled, "Peter Parker, am I boring you?"

"No sir."

Peter looked down at the permission form and quickly stuffed it into his bag. After the bell rung the students rushed out of the classroom ahead of Peter. When Peter made it to the door, he heard the science teacher call for him.

"Parker."

"Yes?"

"Pay attention as much as you can, Parker. Life for you can be much better if you continue to work hard. You have a lot of potential."

"Thanks, Mister Johnson."

"Your welcome. Now you better go catch your next class."

"Right," Peter said as ran off to catch his next class.

---

**Forest Hills, Queens…**

Ben Parker sat the day's paper in front of him and sipped his coffee savoring the sweet taste of cinnamon that May always poured in with every pot. He watched as his lovely wife walked into the room. Sixty-two years old and still as energetic and stubborn as he first met her. Ben took off his glasses and smiled. He loved May and Peter so dearly that he would anything for him. That's why he was looking through the want ads to see if he could find a new job. Thirty-eight years as an electrician for General Electric went up in a poof of smoke as soon as all the newer more computer savvy youngsters entered the business. Ben took a glance at May as the poor woman went about fixing his lunch. He folded up his paper and sat it on the table then walked up behind her and wrapped his arms around.

"What's a matter?"

"Oh nothing."

"Still thinking of Peter's future aren't you?"

"That boy will never get into Columbia if I don't do something."

"Your doing all you can for him and he appreciates it. Don't let this bother you. We still have three years before we have to deal with it."

"I just want him to have the best education he can get May. That's all any father wants."

"Worrying yourself into a stroke won't help us any, Ben. You do what you can and we ask nothing more."

"Yet how I wish I could do more."

"Now stop Benjamin Parker I will hear no more of this."

"All right May. You win. Peter home yet?"

"No. He said he was stopping by the library after school before catching a bus home."

"I wish he wouldn't ride those bus's. You never know what could happen in this city."

"You worry too much, Ben. Peter is a good boy and knows how to avoid trouble."

---

**Midtown High…**

Peter strained to get up as his whole body ached. He turned to Flash Thompson the star quarterback of the school that he unfortunately stepped into a fight with. Now he was sporting a bloody lip and purple abrasions all over his face.

"Had enough, Parker?"

Peter got to his knees only to receive a savage kick to his rib cage from the bigger and stronger Flash Thompson. The blow caused him to fall back onto his stomach and with no more strength in him he just laid there as Flash and his friends walked away laughing.

It was twenty minutes or so before he finally climbed to his feet, stuffed his books back into his bag, picked up his cracked glasses, and began his march towards home.

---

**Osborn Mansion…**

Norman Osborn sat in his study looking over the breakdown of the OZ formula as well as the autopsy of the spider in question and he seethed in rage. The experimental and highly mutagenic R.N.A of the formula contained flaws at a cellular level, which caused the insanity and the thirst for aggression in their one trial test. He took a drink from his glass of brandy hoping to it would settle him down, but it didn't help. Just how many of their vials of OZ contained these flaws he didn't know and he didn't want to risk taking the whole line back to formula.

That's when an idea popped into his head. It was drastic, but it had to be done for his company. As he got up his thoughts were interrupted by a phone call.

"Hello?"

"Hey dad!"

"Harry! How are you doing son?"

"Fine dad. They're getting ready to release me as soon as tomorrow."

"Really…well I'll have William--"

"Dad…I want you to come. I have been in here for two years."

"Oh all right. I'll be there. What time?"

"Eleven-thirty."

"All right, well see you then."

"Bye dad."

"Bye son."

Norman sat the phone down on the hook and walked out of the study with a slew of thoughts running through his mind.

---

**Forest Hills…**

"My god, Peter what happened to you?" Ben asked as Peter walked in the door.

Peter was unusually silent as he took a few more steps inside and sat his bag down on the table in the kitchen. May went into the other room, got the first aid kit, and came back in with a worried look on her face.

"Peter, where you get these bruises and what happened to your lip." She asked.

Peter didn't even look May in the eyes. He just sat down with his clenched fists. May got out some gauze and bandages along with some iodine to put on Peter's cut lip. As she worked on Peter, Ben leaned against the counter with a worried look on his face.

"Son, please tell us what happened."

"Flash…Flash Thompson."

"Did he beat you up?" Ben asked.

Peter nodded.

"Did you do anything to start it?"

Peter shook his head and Ben ran a hand through his gray hair.

"That Thompson boy needs to get his act to together. I have half a mind to walk up to that school and--"

"Ben Parker you will do no such thing. Let's forget about that Thompson boy for now. We have to tend to our nephew."

Ben pulled up a seat alongside Peter and firmly squeezed his shoulder, "Don't worry son. That boy will get what he deserves. What goes around comes around."

May nodded, "Your better then that boy Peter. You have a bright future ahead of you. Don't let any one bring you down. Okay?"

Peter nodded his head and May kissed his forehead. "I'll finish getting dinner ready and then we all can eat."

"I better take the garbage out," Ben said as he got up. "Will you be okay son?"

"Y-yeah. Let me take the garbage out Uncle Ben."

"Are you sure?"

Peter nodded his head, grabbed the bag from Ben, and took it outside. In the house next door, Peter heard arguing and Mary Jane stormed out of the house. She looked at Peter and shook her head.

"Did you hear all that?"

"No, I was just…yeah I did."

"We must have been pretty loud, huh?"

Peter shrugged, "Not really. If you wanna see loud, Aunt May and Uncle Ben get pretty loud when they really want to."

MJ nodded, "Do…you have any plans for the future."

"I want to move into the city when I graduate, even though it's a quite a while from now. I figure I'd pay my way through college as a photographer and after that, I don't know. I've considered genetics as my major."

"Sounds like you have really thought ahead."

"What about you?"

"I…also want to move to the city and become an actress. That's all I have ever wanted."

"You'd be great."

"You think so."

"Of course, your portrayal of Wendy in Peter Pan was beautiful."

"Peter, we were five years old."

"So, I think you'd be great."

"I think your faith is misplaced."

"No, it isn't. I… believe in you."

MJ smiled, "Thanks. You know you look taller."

"That's because I hunch."

"Don't."

_Hoink-Hoink_

MJ looked down her driveway to see Flash Thompson getting out of a new car.

"Hey MJ? Wanna take a ride in my birthday present."

"I gotta go."

"Bye…"

Peter watched her leave with Flash before he headed back inside and closed the door behind him.


	2. Chapter 2: Growing Responsibilities pt 2

**_Bitten by a genetically altered spider, high school student Peter Parker has gained the proportionate strength, speed, agility, and early danger sense of the mutated arachnid. Grief stricken by the loss of his beloved Uncle Ben, Peter has learned an invaluable lesson. That with great power comes great responsibility. Armed with his wondrous web shooters Peter struggles to balance a high school curriculum, a part time job, and the life of a misunderstood vigilante._**

_**Note: This fan fiction series is my own ultimate version of Spider-Man and is done for fun. I am no way seeking profit for this venture. Spider-Man and all characters ultimate or otherwise belong to Marvel Entertainment. I am just a fan having fun.**_

_**Ultimate Spider-Man #2 "Growing Responsibilities Part 2"**_

**Oscorp…**

The science class watched the demonstration of the genetically altered spiders performing their feats of superhuman agility, strength, reflexes, and extrasensory abilities. Peter watched in amazement and followed his class along. MJ was up front with the other students of the class gabbing about the inconsequential teenage girl gossip concerning Flash Thompson. Peter looked her way briefly before a sharp pain flared through his hand. He looked at his hand and there was a bite mark on it. He shook off the pain and followed his class through the rest of the genetic recombination orientation.

---

**Osborn Mansion…**

Norman woke up on the floor of his study and he rubbed his eyes. He looked around and he had no idea how he got onto the floor. In fact, he didn't remember much of anything. As he righted himself by leaning on his table, his secretary came rushing in.

"Mister Osborn. Mister Osborn."

"What is Harriet?"

"Its Doctor Stromwell. He's dead?"

"What?"

"He was found in the smoking remains of the laboratory sir. Some one torched the lab last night."

"That's…that's not possible." Norman had a distraught look on his face.

"Sir, what do you want me to do?"

"See that his family gets full benefits. I want to be alone now."

"Alright sir, but remember you have to pick up your son from Juvenile Hall."

"Harry…"

Norman looked at his desk and the distraught look melted away to reveal a smug and sinister smile. He slicked back his hair and went out of the room and upstairs to take a shower and change. He had a lot of progress to make in such a short time.

---

**Forest Hills…**

Peter walked in through the front door and smiled briefly Uncle Ben who was sitting at the dinner table. He sat his bag down and grabbed himself a seat. Ben looked at Peter and noticed that Peter was pale and sweaty.

"You all right son?"

"I kinda feel under the weather…"

"You look terrible. You must be catching that flu that is going around," Aunt May said as she noticed Peter's face was pale.

"I think I'll skip dinner and go up to room to catch a nap."

"Will you be okay?"

"Yeah, I'll be fine."

Peter went upstairs, into his room, took of his glasses and shirt, and fell over onto the bed and slid onto the floor pulling the blanket on top of him. After a few moments he drifted off to sleep unaware of the changes going on with in his body.

---

**Manhattan Juvenile Correction Facility…**

The limousine waited inside with Norman inside. Norman's green eyes focused on the door, but they had no hint of happiness or warm welcome. They were cold as ice and passive. After a few moments, Harry came out, climbed inside of the limo, and hugged his dad. Norman patted his son on the back and turned his head away from him.

"How are you doing dad?"

"Fine despite having to pick my one and only son from Juvenile Hall."

"You still haven't forgiven me have you? Have you!"

"You committed criminal acts that were beneath us, Harry. How can I expect to understand where I am coming from? Winifred let us get a move on."

"Yes sir."

Harry leaned back in his seat and bit his lip as he turned away from his dad. He would not cry in front of him. He would not give his dad the satisfaction.

"Winifred, take me directly to Oscorp and drop my son off at the mansion."

"Yes sir."

Norman cast a glance at Harry and then turned to the window where he saw a distorted reflection of himself. A smile crossed his face as well as his distorted reflection's face.

---

**MJ's house…**

MJ sat on her bed waiting for Flash to call her so they could arrange their date. It was getting dark out and she couldn't wait to take a ride in his wheels. Some of the other freshmen girls asked what she saw in the senior quarterback. He was a good three years older then her and he was known to be an A-class jerk. She smiled though. She had her reasons for dating him. Both of them were personal and she didn't feel she could tell her girl chums. While in deep thought the phone rang and she picked up the receiver.

"Hey gorgeous."

"Hey yourself."

"We still on for tonight?"

"What do you think?"

"Well I think if you don't get your sexy behind out that door in five minutes I will leave you behind."

"I'll meet you out front."

"Love you MJ."

MJ paused, "Thanks…"

She hung up the receiver, ran a hand through her red hair as she walked though the house, and out onto the front yard.

After five minutes Flash pulled up in his car and MJ got inside and they sped off into the night.

---

**Oscorp…**

Norman spent the past couple of hours looking over the damaged area and he silently sighed to himself. He looked at the taped area where Dr. Stromwell's corpse was. A hint of a smile appeared on his face.

"He died too soon."

Norman nodded his head and the smile left his face, "Yes, yes he did."

"My name is Detective Bixby. Brian Bixby. I'm with the NYPD. Do you happen to know what was being developed here Mister Osborn?"

"Yes, Mister Bixby. It was top secret and if you check with General Mortimer Slogan as well as General John Ryker you will see that you will need class A-1 security clearance for that information."

Norman walked past the detective with the smile returning to his face.

---

**The next day…**

Peter woke up and instinctively reached for his glasses. When he put them on, he found that he could not see through them. He took them off and noticed that his body had become more athletically built. He heard a knocking on his door and he could hear Aunt May on the other side.

"Are you okay Peter?"

"Yes, I'm fine."

"Do you feel any different then last night? Any change at all?"

"Change? Yeah big change."

"Well hurry up you'll be late for school."

Peter rushed to get a shower, get dressed, and down the steps. Waiting for him was Aunt May with a toaster strudel, which he took and ate as he grabbed his bag and headed out the door.

It took him even less time to get to the bus stop then before and he saw MJ was there with a distressed look on her face. Peter was going to say something, but Flash pulled up his car, she got in, and they sped off together. Peter watched them leave just as the school bus passed right by him. He took off chasing after it.

"Wait! Wait!"

He slapped the side of the bus, but the bus continued to move despite his protests. As the bus gunned it, Peter's hand had stuck to the poster on the side of the bus and jerked half of it off. Peter shook his hand trying to get the paper off of his hand, but was only able to do so with the use of his other hand. He watched the bus in the distance and realized he would have to catch the transit bus and then walk the rest of the way.

---

**Oscorp corporate boardroom…**

Norman sat with the board of directors gathered around him and they couldn't believe the startling changes he was suggesting. Some of them couldn't fully grasp what he was offering, so the others that did explained it to them. Norman just sat at his end of the table with a smirk on his face. He didn't think they would dare refuse.

The heard chairman of board looked the papers over and sat them down on the table. The table they sat at was longer then it was wide and was made of solid metal with a blue marble top.

"This proposal is most promising, Norman. Yet how do you expect to recover from the loss of the performance enhancer we had classified as OZ?"

"Already taken care of as of last night with move that will put more money in then what we lost."

"How did you accomplish this?"

"Simple. We have lacked three things from being the cutting edge of technology. One was resource, two was brilliant minds like Tony Stark, and three is capital. With this in mind last night I bought the controlling stock of our competitor Quest Aerospace and sold its majority stocks for a very reasonable some."

"That's not possible. Even with the backing of Oscorp you could not afford Quest Aerospace."

"True. That is why I made a deal with a very legitimate businessman, in exchange for all of my current inventions. He supplied the funds."

"Those _inventions _belong to us the shareholders of Oscorp."

"Not any more."

Norman pressed a button on a hand held remote and retractable manacles extended around the board members hands and feet to hold them in their chairs. Norman smiled as he walked past them one by one and reveled in the fear in their eyes.

"I think this is where we part."

"Are you insane Osborn! Let us go!"

Osborn stepped out of the room and pressed the next button and they all were vaporized into dust that was smaller than air particles.

---

**Midtown High…**

Peter was in the cafeteria eating his lunch when MJ passed and slipped. Peter stood up superhumanly fast, caught her, her tray, and all of her food without spilling any of it. She looked at him and smiled as she brushed her hair out her face.

"Nice reflexes."

Peter just smiled.

"Well, thanks."

MJ went and sat with her friends and Peter sat back down. When he lifted up his hand, he found that his hand had stuck to the fork on the table. He managed to get his hand free, but his other hand stuck to his tray. He sat the tray down and put his other hand down on the side to hold down. He pulled and when he finally freed it, he accidentally lost his grip on the tray and sent it flying onto the back of Flash's head.

Peter got up after seeing whom it hit and ran out of the cafeteria, down the hall, towards his locker. Right behind him was Flash who was very angry and as Peter struggled to open his locker, a buzzing in his head made him feel that something was wrong and he dodged Flash's fist as it smashed into the locker door.

"Parker, you finally lost your mind by making me mad."

"I don't want to fight you, Flash."

"You should have thought of that sooner."

Flash threw punches that Peter swiftly evaded and dodged Flash's pal Kong's sneak attack after that same warning buzzed in his head again. Flash charged at him with a full head of steam and Peter blocked all of his punches, caught the last one, turned his wrist, and decked Flash hard. Flash went flying across the hallway and landed on the floor before the principal. The principal looked down at Peter and motioned Peter to follow him.

Both Flash and Peter spent a good portion of the day in the office and once the principal was done with both they ended up with detentions. Flash glared at Peter, but went and got into his car and left. Uncle Ben pulled up the sedan and motioned Peter to get inside.

"You all right?"

"Yeah."

"Let's go home."


	3. Chapter 3: Growing Responsibilities pt 3

**_Bitten by a genetically altered spider, high school student Peter Parker has gained the proportionate strength, speed, agility, and early danger sense of the mutated arachnid. Grief stricken by the loss of his beloved Uncle Ben, Peter has learned an invaluable lesson. That with great power comes great responsibility. Armed with his wondrous web shooters Peter struggles to balance a high school curriculum, a part time job, and the life of a misunderstood vigilante._**

_**Note: This fan fiction series is my own ultimate version of Spider-Man and is done for fun. I am no way seeking profit for this venture. Spider-Man and all characters ultimate or otherwise belong to Marvel Entertainment. I am just a fan having fun.**_

_**Ultimate Spider-Man #2 "Growing Responsibilities Part 3"**_

Queens… 

Peter looked through the morning newspaper as Uncle Ben drank his coffee and Aunt May fixed breakfast. He noticed that both of them seemed distant today.

"What's wrong?" Peter asked as he closed the paper.

"Nothing Peter."

Aunt May looked at Uncle Ben for a moment before continuing with her cooking. Peter could definitely feel that something was amiss.

---

The Osborn Mansion was a flutter with activity with the press present to hear Osborn's new announcement. Osborn straightened his tie and flashed a winning smile that was captured by the flashing bulbs of the cameras. As he stood on the podium with his two guests, he cleared his throat as he readied his speech.

"Ladies and Gentlemen. I have an announcement to make. Due to unforeseen events, the shareholders of Oscorp are no longer with us. That is why I as of today take full control over the company to spear head our new campaign for cleaner and more efficient energy. The head of this branch will be the esteemed nuclear physicist Doctor Otto Octavius."

The cameras flashed taking close up shots of Dr. Octavius and his wife. Octavius smiled for the cameras and gently squeezed his wife's hand.

"Now before you ask your questions. I ask that you all bear with me for a moment. For the past couple of decades we have searched vainly for cleaner more efficient and much safer power. With every avenue we have explored we have met nothing, but failure after failure with little success in-between. All of that changes as of today as I have invented away to gleam safe efficient power from a controlled particle fusion reaction. All right first question," Doctor Octavius said as he looked around and he pointed to a red haired man. "Mister Leeds."

"Doctor Octavius. Will this particle fusion reaction be of any danger to the people of New York?"

"The danger is minimal I assure you. Of course, I'm sure those of simpler minds will be still worried nonetheless. Next Question." Dr. Octavius looked around and pointed to a brunette, "You miss…"

"Betty Brant with the Daily Bugle."

"Yes, Miss Brant. What is your question?"

"Dr. Octavius. Your last project was for Fisk Enterprises. What made you change your mind to step down from their lucrative offer to join up with Oscorp?"

"Simply put Ms. Brant. Mr. Osborn gave me an offer that was too good to refuse. Now if you all will excuse me I would like to get back to my work."

The crowd of reporters murmured among themselves and started firing questions at Osborn and he simply smiled as he played them like puppets.

---

Peter was in the bathroom setting up the laundry when something fell out of Uncle Ben's blue jeans pants pocket. Peter picked it up and saw it was hefty bill for the electricity that had not been paid in over two months. Peter stuffed the bill back into the jeans pocket, put it on the dryer, and then went into his room. A look of worry crossed his face and he started looking through the paper as thoughts started to cross his mind. He saw an advertisement for WMF wrestling company holding open auditions and Peter smiled. He read further and it said colorful characters and costumes were a must. He frowned. He went over to his closet where Aunt May kept her old sewing kit and pulled it out. Inside were all kinds of fabric that she used to patch up their clothes when Uncle Ben was suffering a pay cut. Peter looked through the fabrics and laid them all out in his bed and he got out his sketchpad and started drawing various costumes of all different colors and designs. After several hours, he settled for a design while researching spiders on the Internet and went to work sewing it up. Once he was finished, he put the costume on and placed the mask firmly over his face. The special lenses allowed him to breath as well as keep people from seeing who he was. The costume was a red and blue with a black web pattern on the red sections of the costume. The red sections only consisted of the gloves, feet, chest, midsection, waist and head. On the chest was a small spider in the center of the web pattern. The back had a large red spider against the blue background. As Peter looked at himself in the costume, he slowly realized he was missing something. He looked at the wrist devices he had on his desk and slid them on. With a press of his middle and ring fingers, a liquid shot out of from the nozzle and formed into a web on his window. He slid the gloves over them and then put his mask back on. After doing some posing in the mirror, he opened the window to give his 'web shooters' a test run.

---

Fisk Enterprises was a leading trading and importing company located in midtown New York. The large seventy story Fisk tower was a testament to Wilson Fisk's rise in the public eye as well as his establishment as one of the wealthiest man in all of New York. Wilson Fisk stood in his office over looking New York with a haughty look. Fisk's personal aid Francis stood on his right and awaited his command.

"I would like a glass of champagne to celebrate my new acquisition of Oscorp."

Francis nodded and went to fetch the champagne. Fisk rubbed his double chin wondering what move he should make next. He knew Silvermane would catch wind of the acquisition and that made their game all that much more enjoyable.

---

Mary Jane and Flash were at the Midtown High's parking lot making out and things started to get hot and heavy as Flash reached down her pants. Mary Jane pulled away from him and Flash had a dumb founded look on his face. He shook his head and looked away for a moment.

"Why don't you want to sleep with me?" Flash asked.

"I'm only fifteen Flash."

"So. I don't care."

"You want to go to jail?"

"No…I…like you. I like you a lot. I think I love you."

"I like you too Flash, but I don't love you. I'm too young for that."

Flash nodded as he bit his lower lip. He reached over and opened the passenger door then slide back into the driver's seat.

"You're going to make me walk all the way home? Just because I won't sleep with you?" Mary Jane asked incredulously.

"Get out. I don't ever wanna see you again."

"Fine!" Mary Jane said as she slammed the door.

Flash pulled out of the driveway leaving Mary Jane by herself. She watched Flash go and for a moment, she hoped he would come back, but after several minutes it was obvious he wasn't. Mary Jane started on her long trek home and as she walked the streets, a gang started following her. They licked their lips and snickered. She started to run only to get caught by two men waiting at the end of the alley she ran into. The leader of the pack readied his switchblade when some kind of goop splashed onto the knife and jerked it from the man's hand. On top of the nearby building was a figure dressed in red and blue with a spider on his chest. He leaped down and started hopping all over the place hitting the men with punches and kicks. When he landed in front of the girl, he grabbed her and sprung into the air firing a line from which to swing from. Mary Jane held on for dear life as the mystery man swung through the city. They must of swung and moved for mere moments and when they landed, she saw that she was home.

"How did you know where I live?"

"A guess," the figure said.

"Who are you?"

"A friend," he said before leaping away.

Mary Jane watched him until he was gone from sight then she headed inside.

---

It was the next day and Peter awoke in his bedroom with the pants of his costume on. He quickly slid his jeans over them, grabbed a shirt, and got dressed. He stuffed the rest of his costume and web shooters into his bag since he was going to UWF's main headquarters to sign up. A smile crossed his face as he remembered rescuing Mary Jane. He had been swinging across town when he saw her running away from the gang. As much as he wanted to stay out of it he couldn't so he jumped into the fray. It was scary and yet thrilling at the same time. It definitely added something to his growing confidence. He made his way downstairs where Uncle Ben and Aunt May was and grabbed a toaster strudel before heading out. He noticed they were turned away from and he kept looking back before he headed out the door. Mary Jane came out of her house and she walked up beside him smiling despite her dad yelling.

"Hi Peter," She said with a honest smile

"Hi MJ," Peter replied as he grinned.

"So, um, you wanna do something tonight?"

"Uh sure, but I have something I have to do right after school."

"Okay. What time do want to hang out and where?"

"Well…how about Andy's Arcade."

"Sure! See you later tiger."

Peter's grin grew wider as MJ leaped in the back of the car of her older senior friends and drove off. He turned and saw the bus coming and this time he was prepared. He stood out in the middle of the street and bus stopped. He walked around and the bus driver opened the door.

"You have some nerve Parker."

"Yeah, well I wasn't late yesterday so you had no reason to rush past me!" Peter said angrily.

The bus driver saw the anger in his eyes and she motioned him to go sit down as she looked away from him. She closed the door and the bus resumed its course towards Midtown High.

---

Norman sat in his office in the new wing of Oscorp and smiled. Things were proceeding much quicker then he had anticipated and soon he would pay back the loan he got from the Kingpin. Of course, not in the way the Kingpin expected. No, he had his personal hand picked gift for that fat tube of lard. It was all in the matter of timing for when he would present it. If Doctor Octavius' experiment worked Oscorp would become one step closer to achieving a strangle hold on New York. However, Norman did not intend to stop there. He had much bigger plans in mind for Oscorp once Octavius succeed. If Octavius failed well then he would be dealt with along with his wife.

---

Dr. Octavius' lab was full of activity as he worked on getting his controlled particle fusion reaction to work. He put the neuro-link harness with its telescopic limbs on as he prepared for the final procedure in his experiment. He looked to his lovely wife who was smiling as she warmed up the machine. The process began and Dr. Octavius used his limbs to manipulate the chain reaction from a safe distance. Everything seemed to go smoothly so far then suddenly an energy spike disrupted the process. Dr. Octavius started losing control of the reaction and the radioactivity levels were reaching dangerous heights.

"Otto! I'm shutting it down!" His wife yelled.

"No! I can regain control of it!"

"Its too late Otto if we don't shut down the whole city will be de--"

An explosion destroyed the control panel taking Otto's wife with it. He screamed and had his free telescopic limb activate the emergency shutdown just as the reaction imploded explosively destroying the lab and irradiating him. He blacked out shortly before hitting the ground hard.


	4. Chapter 4:Growing Responsibilities pt 4

The UWF building was filled to the brim with legions of energetic fans waiting for the dynamic main event. After signing himself up, Peter slipped into his costume and slid his web-shooters onto his wrists. He made sure the pressurized palm triggers allowed him to make a fist without worrying about his web-shooters misfiring. Silence overtook the crowd as the ring announcer announced the much-anticipated main event.

"Ladies and Gentlemen! Prepare to be dazzled by the main event brought to you by the Ultimate Wrestling Federation! This is a single falls match. First from Parts Unknown, weighing in at one hundred and twenty pounds…Screaming Mimi!"

Out from behind the curtain at the entryway to the ring came a woman with white hair with streaks of red. She wore a yellow and black jumpsuit with face paint covering her facial features. Pete shot a web-line and prepared himself to make his _awesome _entrance.

"Her opponent weighing in at one hundred and fifty pounds from Queens…the Spectacular…the Sensational…The Amazing Spider-Man!"

Peter took a deep breath and swung down over the audience below. At the arc of his swing, he let loose of his web-line and did a somersault right into the ring. The crowd broke out into applause finding the act amusing though there was boo's that were shouted by some. Peter crouched as he ready for the bell to ring. He wasn't much of a fighter, but after the other night, he was juiced for this match.

"Ready to go splat, Spider," Screaming Mimi said.

"Bring it lady," Spidey replied.

The bell rung and Mimi charged at Spider-Man. The web slinger jumped over her onto the ropes and spring boarded back at her with his fist extended. He connected solidly with her chin and she reeled from the blow. Her visions swam and she fought to regain her senses when she saw a pair of red boots nailed her in face. She was now unsteady on her feet and she fought to stay conscious. A single tap on her forehead sent her lumbering backwards and Spider-Man pinned her for the three count. The crowd was silent for a few moments then burst into loud and roaring cheers.

"The winnah! The _Amazing _Spider-Man!"

------------------------------------------------------------------------------------------------------------

**ULTIMATE SPIDER-MAN FIRST GENESIS #4 "Growing Responsibilities Part 4"**

**------------------------------------------------------------------------------------------------------------ **

_Mary Jane?_

_Yes?_

_The doctor will see you now._

MJ walked into Dr. Ditko's office and took a seat next to his desk. Dr. Ditko was an elderly man with graying hair and long bifocal glasses. He looked at the file placed on his desk and leaned back in his chair.

"So, tell me MJ, What is bothering you this time," Dr. Ditko asked.

"Well, I…broke up with Flash. He wanted me to do something that I wasn't ready to do and when I said no he freaked out and left me in the middle of nowhere," MJ responded.

"How did that make you feel?" Dr. Ditko inquired.

"…Abandoned…Depressed…Lonely…"

Dr. Ditko scribbled down some notes in MJ's file, grabbed one of his prescription slips, and jotted down prescription.

"This is medicine called Celexa and it's used to treat depression. Since your symptoms of depression seem to becoming more frequent I think its time we tried putting you on some medication," Dr. Ditko said.

MJ nodded and took the prescription, shoving it into her pants pocket as she stood up. Dr. Ditko padded her on the arm and opened the door for her letting her out to the reception desk to make another appointment.

---

Slowly, but surely Dr. Octavius awoke in a sterile lab. He tried to move, but found that his hands and legs were restrained to the table that he lies on. Four metal arms telescoped into view and he could feel them communicating with his deranged mind. They turned to the door as Norman Osborn walked in wearing a black business suit with a gold trim. A sinister grin stretched across his face.

"Where am I? Where is my wife?" Octavius asked.

"She's dead. You killed her with your experiment. The experiment that was supposed to make me _richer _then god!" Osborn replied sinisterly.

"God no…"

"Yes. Your experiment failed and now I have to explain it to _him_!" Norman said as he leaned over the table.

"I can fix it," Octavius said licking his lips. "Just give me another chance. I can make this right."

Norman rubbed his chin as he considered the possibility. He leaned away from the table that Octavius was strapped to and pressed a button on the far wall. The restraints unclamped letting Octavius free and he got up off the bed.

"I'm going to need some clothes and some supplies," Octavius said.

"I can't give you the supplies so we'll have to make it look like you _stole _them from me so he and the police won't be suspicious…" Osborn responded.

"Fine, just fetch me some clothes," Octavius said.

Osborn started to walk out when one of the telescopic limbs blocked off the door.

"From now on Osborn. You're not dealing with Dr. Otto Octavius. He died with his wife. You're now dealing with Doctor Octopus," Doctor Octopus said.

Osborn snickered and ducked under the arm as he walked out.

---

Peter got off the bus and headed home when he saw the police vehicles parked out front and an ambulance parked in the driveway. Peter ran up to the front door just as Uncle Ben was being carried out on a stretcher. Peter grabbed hold of his Uncle Ben's hand and Uncle Ben motioned them to stop as he took his breathing mask off. Uncle Ben's skin had become cold and clammy which made Peter worried. What worried him most was the gunshot wound. Uncle Ben looked deeply into Peter's brown eyes and panted as he tried to form the words he wanted to convey to nephew.

"Peter…promise me…don't grow up to be like that Flash Thompson…You have a great power…A true gift to the world," Uncle Ben said as he took in as much breath as he could. "You must always remember…with great power…comes a…great …responsibility…"

"He's gone into cardiac arrest. Move kid!" The medic yelled.

Peter stepped aside and he saw his Aunt May crying on the shoulder of one of the policemen. He turned slowly to the nearby police cars as a dispatch came in.

"_All units this is squad car seventeen. Suspect has fled down to the warehouse district. Officer calls for assistance ASAP_."

Peter ran off unnoticed to the officers who were trying to calm down his Aunt and changed into his Spider-Man costume. Soon he was swinging through town on his way to the warehouse district.

---

Dr. Octopus tossed aside the guards of Oscorp's science wing as he looked for the parts he needed. He used two of his telescopic arms to search while his other two arms killed any one that was dumb enough to get close to him. Bodies lined the floor with blood oozing everywhere. Dr. Octopus stepped past these wretched corpses on the floor and continued his search. It took him a few minutes to find everything he needed. He packed all of the equipment into a crate and stuffed into a van and came around the to the driver's seat when he caught a glance at the guard that lie next to him with a pair of dark shades that rested on his face. Dr. Octopus paused, jerked the shades off, and placed them on his face.

"Now, we can go my friends," Dr. Octopus said to his telescopic limbs.

---

The warehouse the suspect snuck into was filled with cobwebs, dirt, and grime. He looked around before setting down his bag and taking a seat on a box. He started to lift up his ski mask when he saw a spotlight shine over the window and he retreated further in the darkness. Once the spotlight past, the suspect lowered, his guard and relaxed. He sat his gun down and pulled his ski mask off. Long locks of ash blonde hair swept out from under the mask and with a slow rise of his head a pair of sea blue eyes stared into the shadows. His face was youthful and prematurely worn. There were bags under his eyes. His heartbeat was erratic, but began to slow down as he looked inside of his black carrying bag. Money, jewels, and a diamond ring all neatly piled in the bag. The suspect started smiling when he heard a loud sound. He picked up his gun and licked his lips as he got up and looked around. The return of silence didn't elevate his gradually growing fear. He continued looking around when a large spider's web appeared next to him. He turned around finding a colorful figure with a fist pulled back and only got a moment to utter an unintelligible huh before the figure's fist struck him across the jaw and sent him sailing across the room. The suspect got up and aimed his gun at the spot where the colored costumed figure was standing only to find him gone. He quickly got to his feet and looked around when a web-line snatched the gun from his hand. He jumped up trying to grab it, but it was pulled far out of his reach. His temper flared and he raced to his bag to find something else to use a weapon, but he had nothing else in his bag. He grabbed a broken chair leg next to his bag and then returned to the center of the room where his eyes darted back and forth looking for the person who struck him. It was few more moments before the figure jumped down, swept his feet out from under him, kicked his weapon away, and picked him up by his collar.

"Give me one good reason _you _should live!" Spider-Man demanded.

"W-who are you?" the suspect asked.

The spotlight shown over the window again and Spider-Man could clearly see the suspect's face. His eyes widened in horror as he saw that the suspect was kid the same age as he was. He dropped the kid and took a step back looking at his hands. The suspect grabbed the broken chair leg, ran at Spider-Man only to catch another punch across his jaw, and webbed to the wall. By the time the police officers broke in, Spider-Man was long gone.

---

Peter sat on top of gargoyle that rested on of the many skyscrapers in New York. His eyes were filled with tears as he remembered his Uncle Ben's words and the face he saw that was behind his Uncle Ben's death. Uncle Ben always told him to be responsible with his gifts. Since he got the powers he had not done anything responsible with them except show off to Mary Jane by saving her life and win a fight with Flash Thompson. The wrestling event wasn't exactly selfless either. He enjoyed the sheer admiration from the crowd and he planned to wrestle more, but now he realized his powers weren't something that could be abused. He was asked to make a promise and he was determined to keep it. Now matter what trouble he went through. He would use his powers responsibly. He would make his Uncle proud and live up to the standards his Uncle set. Peter slid his mask back on and jumped off the building firing a web-line into the darkness. He swung away hoping that he could fulfill that promise.

---

Fisk sat in his office looking out of the view of the city. His under boss Fredrick Foswell walked up behind him nervously toying with his hat.

"Yes?" Fisk asked.

"It seems Octavius isn't dead like we thought. He's very much alive," Foswell replied.

"…Then you must find him or it will be _your _head on the mount of my wall," Fisk said.

"Yessir," Foswell responded as he exited the room.

Fisk stroked his double chin and silently wondered. He was completely unaware of the green wraith that watched him from a remote location…


	5. Chapter 5: Writing is on the Wall

_Vigilante menace threatens city! $500 cash reward for a picture of this masked lunatic._

Peter shook his head, "Menace? I save people and I'm called a menace? Where's the justice? Where's the thank you? I seriously need to get an agent."

Peter pulled his mask down and fires off a web-line to adjacent skyscraper from which he swings from across the skyline and fires another. It seemed today will be another dreadful day…

* * *

**ULTIMATE SPIDER-MAN FIRST GENESIS #5 "WRITINGS ON THE WALL"**

* * *

"How are things proceeding, Doctor?" Osborn asked as he walked into the hide out Doctor Octopus managed to seclude from prying eyes.

"Everything is proceeding smoothly. Were you followed?" Doctor Octopus replied.

"If I was he is certainly dead now," Osborn laughed.

"Do you think we will be able to keep this from him?" Doctor Octopus inquired.

Osborn was silent and Doctor Octopus nodded. A telescopic limb connects into a servo control and Doctor Octopus runs a diagnostic scan to see how much longer it would take until he is ready.

---

MJ sat in the cafeteria poking at her food. Her friends sat away from her casting glances in her direction then looked at Flash waving at the star quarterback. MJ sighed. She looked up seeing Peter coming in and started to motion him to come over when Jessica Jones caught his attention and called him over to sit with her. MJ lowered her head.

"Hi Pete," Jessica said.

"Hi Jessica," Peter replied.

"So, whatcha up to?" Jessica asked.

"Not much," Peter responded with his attention elsewhere.

"Pete, I'm over here…" Jessica said.

"Sorry…I'm just a little distracted," Peter replied.

"You okay?' Jessica inquired.

"I'll be fine," Peter smiled.

The two start conversing while eating their lunch and after finishing the bell rings and they walk each other to class.

---

_Fantastic Four save President's daughter from Mole Man!_

Wilson Fisk tossed the USA today paper into the trash. He shot a hateful gaze at Foswell who was nervously sweating. Fisk took a few steps from behind his desk and stared out the window with his back to Foswell. A chilling tingle ran up Foswell's spine and he wiped his sweaty brow.

"You have failed," Fisk said.

"L-let me explain Kingpi--" Foswell began

"--There is no excuse. You failed. Bullseye get rid of him," Fisk interrupted Foswell.

Foswell didn't even run far before a pen struck him in the back of the neck killing him. His body crumpled to the floor just as Fisk called for a clean up crew.

"Silvia, have the clean up crew sent up to take care of a mess in front of my office."

"Yes, sir, Mister Fisk," Silvia replied.

"Bullseye, I want you to find out where Octavius has fled to," Fisk said.

"And Osborn?" Bullseye asked.

"I will deal with him," Fisk responded with his gaze turned to the city outside his window.

---

Peter tucked his costume into his bag. He swung all the way from Midtown High to the Daily Bugle to deliver the pictures he took in hopes of landing a job. His career as a wrestler was not something he can continue with the guilt that racked over him from Uncle Ben's death. That, and the fact he wasn't really into wrestling. He snuck into the Bugle's pressroom and made his way towards the Publisher's office when a brunette stopped him.

"Hold it! Who are you? What do you want with JJJ?" She asked.

"My name is Peter Parker. I have pictures of Spider-Man," Peter replied.

"Sure, run along now kid," She said.

"No, really," Peter responded showing her the photos.

"Where did you get these?" She inquired.

"I took them," Peter replied.

"You…just snapped these shots of him and now you want the cash reward right?" She ventured nonchalantly.

"Yea," Peter responded.

The brunette tossed them back in his face, "Nice try kid, but the Daily Bugle isn't interested in conmen."

"I'm not a _conman_," Peter said.

"Sure you're not," She replied.

Peter started to walk away when black man with graying temples in his black hair rushed from behind one of the cubicles called out to him.

"Hey! Hey, you!" the black man said.

"What do you want?" Peter asked.

"You say you have pictures of this new vigilante who has been seen around. Show them to me," The black man replied.

"Alright," Peter said.

The black man looked at the photos and nodded his head then extended his hand, "Name's Robbie Robertson. I'm the Assistant Editor of the Daily Bugle. I think these pictures are great! Our photographers haven't even been able to get a decent shot of Spider-Man."

"Cool!" Peter says.

"I'll have to run this by my EIC in charge who is also the Publisher before I can pay you for the pictures. I'll be back in a second," Robbie replied.

"Thanks," Peter said.

Robbie headed into the EIC's office and was in there for some time while Peter waited outside. When Robbie came out, he motioned Peter to come into the office.

Peter walked past Robbie and saw the editor in chief. He was a man with a black flat top hairstyle with graying temples and a Hitler moustache. He sat before the editor and waited for comments.

"These aren't bad, kid. How old are you and what's your name?" The editor asked.

"Fifteen and my name is Peter Parker," Peter responded.

"I see. I'll take these off your hands for two fifty. That is standard freelance free," The editor said.

"What?" Peter replied.

"He's giving you a job, Pete," Robbie said.

"Well, what do you say? Take it or leave it," The editor said.

"I'll…take it," Peter responded. "Thanks."

"Your welcome kid. Robbie! Put this on the front page! The new headline runs as Spider-Man: Hero or Menace?" The editor said.

"Right away, JJJ," Robbie says.

"Here kid give this to Betty and she will cut you a check," JJJ says.

"Thanks again," Peter replied.

Peter walked out and handed Betty the paper and Betty worked on cutting him a check. Peter looked around when Betty tapped his arm and handed him the check.

"There you go. Your fee," Betty said.

"Right…" Peter responded. He walked out of the pressroom with his mind wandering and after changing into his costume; he started web slinging hoping to clear his head.

---

"Harry?" Osborn said as he entered his mansion.

He looked around before he slipped into his study and activated a retracting bookcase. Once the door was aside, he stepped into a hidden room full of green costumes with purple tunics, gloves, boots, hood, and shorts. Each costume sported a green goblin shaped mask. Norman grabbed one of the costumes and felt its insulated fabric against his fingertips. He pulled it off the rack and headed into the changing room. Mad cackling erupted from the changing room and after a few moments, Osborn came out dressed like Goblin.

"So much to do in so little time," Osborn said. "Prepare yourself Fisk. The Green Goblin is loose!"

---

People were panicking on Third Avenue and while Spider-Man swung by, he could see what was causing this panic. It was a large man in a rhinoceros costume and he was destroying property with every charge he made. With a quick press of his hidden palm triggers, the web slinger caught hold of the charging lummox and yanked hard sending the large mountain of a man off his feet and onto his back.

"What's the matter pal? Bad day at the office?" Spider-Man asked.

"Shut up and leave me alone," The big brute snorted.

"And ruin a perfectly good day? Pshaw," Spider-Man replied.

The monster of man charged and Spider-Man leaped over him dodging the sharp pointed horn on the top of the man's costume. Spider-Man's spider-sense blared a warning again and Spider-Man dodged a punch the villain shot in his direction. A double spring bounded drop kick only annoyed the massive mountain of a man. Spider-Man sprung around to the front of the villain and caught him in the chin. The big man's head rolled back and he skipped back a few steps.

"Had enough yet?" Spider-Man asked.

"No! I won't let myself get beat here. You haven't seen the last of the Rhino!" Rhino said as he tried to run away.

"Don't they ever learn," Spider-Man said as he tapped his web-shooters only to hear clicking sound. "Empty? Oh man!"

Spider-Man leaped after the Rhino using the rooftops to catch up with him. He took a few leaps from his position on a roof overlooking Rhino then dove off onto a flagpole where he did two rotations then let go. He sailed through the open air towards a mailbox just as the Rhino was charging down the street. Spider-Man spring bounded off the mailbox and flew into Rhino's face with both feet forward. The villain fell onto his back and clutched his face while moaning in pain. Spider-Man stood on top of a nearby awning and shook his head as Rhino was whining about his face.

"Damn! You bwoke my nose," Rhino muttered.

"Sorry, but you were the one running away and tearing up the block," Spider-Man replied.

"I won't forget this Spider-Man," Rhino said as he tried to get to his feet. Spider-Man dropped down and grabbed a watering hose while walking toward Rhino. "What ya going to do with that?"

"You're going to give yourself up," Spider-Man replied.

"Why should I?" Rhino said.

Spider-Man glared at Rhino, jumped on his shoulder, reared back his fist and shot it forward. Rhino screamed and closed his eyes. When he opened them, Spider-Man's fist was a few inches away from his face. Spider-Man extended a finger and the Rhino panicked.

"I give up!" Rhino yelled. "This suit maybe invurnable, but I ain't."

"Good," Spider-Man replied.

After tying Rhino, Spider-Man fled just as the NYPD arrived. He briefly looked back finding a female police captain smile at him.

---

Fisk tower was on fire from the violent explosions that rocked the building. The Green Goblin flew by again launching more of the arsenal from his glider into the penthouse suite of Wilson Fisk before he flew off cackling. Fisk removed the large table that had saved his life and got to his feet somewhat shakily. He looked out the window to the departing figure and a cold, merciless look crossed his features.


	6. Chapter 6: Failure

Osborn Mansion, the next morning.

A bald and spindly man with a carved bull's-eye in his forehead held Harry by the throat.

"Where is your father?"

"W-who are you?"

"The name's Bull's-Eye. Tell me where he is."

"I-I don't know!"

"If you're lying to me I'll be back."

Bull's-Eye threw a calling card into the wall and left. Harry rubbed his throat wondering just what was going on.

* * *

ULTIMATE SPIDER-MAN #6 "FAILURE"

* * *

Downtown Manhattan.

Spider-Man swung along his threads of webbing in pursuit of the armored and highflying villain in front of him. At the arc of his swing, Spider-Man launched himself onto the villain's back and tapped his helmet.

"Did someone forget to pay their insurance?"

"What are you talking about you web-headed freak?"

"_This_," Spider-Man said as he pulled on the villain's wings and sent them heading towards a billboard. "Night, night."

The villain only had a chance for a momentary scream before he crashed through the billboard and slammed into air conditioning vent. Spider-Man landed gracefully on the roof and stalked towards the villain keeping a careful eye on him.

"So how long do you think you will get? Nine to five? Me personally I think you'd look adorable in prison colors."

Spider-Man leaped out of the way of the energy beams that came his way and ducked behind another vent. "Oh c'mon now. After all we have been through you want to call it quits? What's a matter did I hurt your _feelings_?"

"Shut up!"

Silence made the villain jittery and he looked around pacing in his spot with the loot in his hand. He cast a glance at his damaged wings and cursed.

"Come on out freak! Let's finish this!"

A web line wrapped around the villain's wrists and he was jerked up into awaiting fist. A squad car pulled along the street below looking for where Spider-Man and the villain went when suddenly the criminal was lowered down in a web sack. Spider-Man waved to the police officers and took off on a web-line heading south bound.

---

"Octavius?"

No reply came. Osborn looked around finding all the equipment gone. His lips curled up and he bared his teeth as he slipped his mask back on and departed.

---

Peter roamed the hallway towards his next class when he heard some one call him. He turned and saw MJ and he waved. She walked up to him and rubbed her index finger up and down the edge of her book.

"How's it going, Peter?"

"Fine. Everything is just fine…"

"Something the matter?"

"Oh no. I just got things on my mind is all."

"Nice smile."

"Uh thanks," Peter shrugged.

"So are you doing anything tonight?"

"Well after homework I'm supposed to meet Jessica at the youth center. You want to come?"

"No…that's okay. You two go ahead."

"You okay MJ?"

"Yeah. I'm fine. I better go," MJ said.

"Okay."

Peter ran a hand through his hair and walked into his next class.

---

Four gauntly men strode into the Kingpin's temporary office. Each of them wore a different color of camouflage attire. The Kingpin looked them over and offered them seats before him.

"I suppose you know why you are here," The Kingpin said.

"Yes, we do," the leader of the four, replied. "You want us to take care of a pest."

"That is correct Mister Fancy. I want you to take care Norman Osborn. I don't care how you do it. I want him _dead_."

"Fancy Dan and the Enforcers are at your service Kingpin. Osborn will be _no_ problem."

"Good. You can leave now."

The four departed and the Kingpin turned to the window looking over the city. His lips curled up into a hateful smile as a dangerous thought crossed his mind.

---

Raindrops beat against the secluded sewage plant that Dr. Octopus used for a base. He had spent most of his time delicately assembling the machines to perform his experiment. Octavius had an appearance of undisturbed calm on his face as he set the machines in place. He was so close to achieving his dream. The same dream that took his wife away from him and bonded the cybernetic arms to his waist. Octavius smiled darkly. His time would be soon. He knew this and soon all of New York would too.

---

Bull's-Eye stood on the edge of an adjacent roof from Octavius' apartment. His slim hope that Octavius would return here was proving a bust. He hadn't found Osborn either. He pulled a playing card from his pocket and sent it sailing through the air cutting a nesting bird's throat. He eyed it as the bird bleed to death. A shiver ran through his body and he theatrically whipped the tail of his coat in the air as he turned around seeing a small figure in colorful spandex.

"Who're you mate?"

"The name's Spider-Man. Um, what are you doing? Are you a roof jumper or something?"

"No," Bull's-Eye said as he licked his lips and drew two shurikens from his belt. "My name's Bull's-Eye. Here's my calling _card_!"

Spider-Man back flipped six times then sprung onto the water tower of a nearby building where he fired a spray of webbing at Bull's-Eye. The master marksman moved aside just barely with the tail end of his coat being snagged. He pulled his arms out of it and drew two knives from his boots.

"Let's make this interesting. What do you say?"

"What are you? Mentally _deficient_?"

"It takes one to know one, Mister Spandex."

Spider-Man and Bull's-Eye paced around the roof with their bodies wired for a fight. Bull's-Eye went first by tossing one of his knives at Spider-Man, but the hero dodged the knife only to be nailed in the rib cage by the other one. He hit the ground with a thud and rolled onto his uninjured side so he could remove the knife.

"Hurts, doesn't it."

Bull's-Eye jabbed the knife in further and Spider-Man screamed. Bull's-Eye had a look of masochistic ecstasy on his face as he toyed with web-slinger by jabbing the knife into again and again. The hero cried out each time. Bull's-Eye raised his knife up to eye level and prepared for one last driven blow. Spider-Man kicked out his legs catching the villain under the chin and as the web-wonder landed on his feet, he winced. Bull's-Eye ran up behind Spider-Man only to receive a back fist that sent him sprawling across the roof. He skidded to the edge and could see the ongoing traffic below. He looked over to Spider-Man and clenched his knives tightly before he charged again. Spider-Man leaped over him tucking in his legs and shooting them out into the back of the master marksman's head. Bull's-Eye struck the roof face first and blood spewed freely from his nose. He turned onto his back and looked up at Spider-Man. There was a mask of fear on his features. He crawled all the way to the edge off the roof as Spider-Man stalked him.

"All right, I give up. Take me in."

Spider-Man tittered on his feet and fell forward. Bull's-Eye propped up his legs and sent the falling hero sailing over the edge and down below. The civilians down below pointed and some raised a commotion as Spider-Man crashed through a fruit stand and rolled onto the sidewalk.

"Bull's-Eye."

Bull's-Eye got up and ran off. People gathered around Spider-Man as he lay there bleeding from his side. The sounds of sirens echoed in the distance and slowly Spider-Man stirred and climbed to his feet. He looked around clenching his side before he leaped into the air and web swung away.

---

Many faces from four different school districts crowded the youth center. Jessica looked around for Peter while she sipped her pop. Some boys passed by winking at her and she smiled bit, but turned her attention to the doorway. Peter walked in and made it over the table Jessica was sitting at. He was pale and shivering. She scooted closer and brought a hand to his forehead.

"Are you okay?"

"Yeah, I'm fine."

"Peter, you have a fever I--"

Jessica saw the blood on Peter's hand as he reached for the cup of water the waiter sat on the table. She looked at him, "Peter, my god what happened?"

"I…"

Jessica caught Peter as he collapsed in her arms and she felt the blood from his side. She called to anyone to dial nine – one – one.

---

The Green Goblin soared over the horizon looking for some telltale sign of Octavius. His eyes picked out Bull's-Eye running down an alley. The Green Goblin smiled wickedly and sent several pumpkin bombs at the master marksman. Bull's-Eye was blown straight into the air and right into a nearby dumpster. The Green Goblin cackled as he picked the dumpster up and took off into the air with it.

"Tell me friend. What are you doing down here so late at night?"

"W-who are you?

"I'm the Green Goblin! Now tell me. What _are _you doing down here?"

"I-I was sent to find Octavius and kill him. Please let me go!"

"Okay, Haha!"

The Green Goblin let go of the dumpster and Bull's-Eye plummeted towards the street below. A shadow shot across the roof and caught Bull's-Eye and they both rolled across another rooftop. Bull's-Eye looked up and all he saw was a billowing cloak of white before he was enveloped.

---

Peter woke up in the hospital with fresh bandages around his waist and an IV in his arm. He looked up at Aunt May whose worried eyes besieged him with guilt.

"Peter – who in god's name did this to you? How did you get stabbed?"

"I-I…"

"Peter…I don't know if I can let you out by yourself after this happened."

"But Aunt May--"

"No buts! I nearly lost you. I refuse to lose the only family I have _left_."

"Y-yes Aunt May," Peter said.

"From now on I want you to come straight home from school."

"What about my job about the Bugle?"

"We will deal with that later."

"All right Aunt May."

Silence past between the two as Aunt May held Peter's hand. MJ walked in and Peter gazed in her direction and smiled.

"Hi."

"Hi, Peter."

"You come to visit?"

"Yeah. Are you all right?"

"Yep, I'll be fine."

"I think I will leave you two alone," Aunt May said.

"You don't have to."

"No that's okay. I have to fill out some forms anyways. I'll see you later Peter."

"All right Aunt May."

"So…how did you get hurt?"

Peter was silent.

"Don't want to talk about it?"

"Not really."

"Listen…I…um--"

Jessica walked in and both Peter and MJ turned to her.

"Hey MJ," Jessica said.

"Hi. I think y'know I think I will head out now."

"Why?"

"I--"

"Stay MJ. I think it be fun if we get to know each other better."

"Ok…"

The three sat in silence for moment. Before Peter broke the silence.

"Favorite movie?"

"Pirates of the Caribbean!" MJ said.

"_Oh _I loved that movie," Jessica replied.

"Ditto. Though I felt Johnny Depp's performance was best in Sleepy Hollow," Peter said.

"Sleepy Hollow was okay, but I liked Pirates of the Caribbean more," Jessica responded.

"Have either of you seen Hero?" MJ asked.

"I saw that movie. Its one of those movies you have to see like twice to fully get," Peter replied.

"I saw it once. I didn't understand it too well."

"Its nothing overly sophisticated. It was merely a story of honor, faith, and love. That was it."

"Yeah. I never watch many Asian films, Peter."

"Oh man, Jess. You don't know what you're missing."

"He's right Jess," MJ said.

"Well--"

"I'm sorry ladies, but visiting hours are over," a nurse said.

"Oh okay."

"Yeah. MJ and I best get going. See you later Peter."

"Bye!"

Peter lay back in his bed after they left and he wondered whom Bull's-Eye was and where he was now.


	7. Chapter 7: The Devil You Don't Know Pt 1

It was mid-afternoon and a certain wall-crawler was in a mad rush not to be late.

"Oh I am so _late_! Stupid muggers and their stupid need to be chased down into Chelsea."

Doing a somersault flip off his previous web-line, the hero fired two web-lines that attached to two buildings across from each other and launched himself onto the roof of the Daily Bugle. After a quick change, he strode into the pressroom where an angry JJJ was hollering at the top of his lungs. A brown haired bearded man wearing an Armani suit stood next to JJJ.

"Where the hell are all of my photographers?" Parker! What took you so long getting here?"

"I, uh…well…"

"Never mind. I got an assignment for you. I want you to go with Urich here down to the Fisk Enterprises office. There was a report of a bombing."

"How long will this take? I – uh have a curfew."

"I don't know how long. Urich here will cover for you. Now go!"

"Is he always like this," Peter asked.

"Always kid," Urich said. "Let's go catch a cab."

* * *

**ULTIMATE SPIDER-MAN #7 "THE DEVIL YOU DON'T KNOW PART 1"**

* * *

The youth center was full of weekenders who were looking for a party from their busy week at school. MJ and Jessica sat at a table sipping colas and chatting.

"So Peter tells me that he had interest in being a geneticist and I was like a what?" Jessica said.

"A geneticist studies and performs experiments with the genomes of humans, animals, and even plant life," MJ replied.

"Peter said you were smart MJ. He always seems to like, know people. I mean really know them."

"Yeah."

"So," Jessica said. "What are you planning to do after high school?"

"I…don't know. I really haven't given it much thought."

"Me neither. My parents keep asking me what I'm going to aim for in college and I'm like, I don't know."

"Parents are always like that. Sometimes it seems like they just want to get rid of us…"

"I…never thought of that way."

"Must be just me then."

The two sat in silence for moment. Jessica cleared here throat, "You wanna go to the arcade?"

"Sure."

"Let's go."

---

The flawless hum of machinery played like a music to Dr. Octopus' ears. He checked and rechecked his equipment to make sure everything was running smoothly. A turning of some dials and a flip of some switches caused the hum of the machinery to become an irritable whine. Dr. Octopus shut down the machinery and examined it with a skeptical eye.

"I am missing something. Yet, I am so close and my time grows short. If I don't get this working, my dear, your sacrifice will have been in _vain_…"

---

"That was a bust. It figures Fisk would have the area sealed off from the press," Urich said as he and Peter stepped out of the Fisk Enterprises building. "Want to get a bite to eat?"

"Um, sure."

"All right, I know just the place. What time do you have to be home?"

"Four."

"Well we have plenty of time then."

"Time for what?"

"You'll see. Hey Taxi!"

---

The Green Goblin soared over the city atop his glider with his eyes searching in every direction beneath him for the accursed Doctor Octavius. A device on his belt beeped and he reached down, lifted it off, and brought to his ear. It was Harry on the line. It seemed some one broke into the house and put the fear in Harry. The Green Goblin rubbed his chin in contemplation then turned his glider around on a return trip to the inner reaches of the city.

---

The Daily Grind club restaurant was full of customers and zesty food. Peter and Ben Urich sat in a table in the far corner waiting for their orders. Ben pulled out his notepad and scribbled something down it before he showed it to Peter.

"What's this?"

"You ever heard of the Devil that lurks in Hell's Kitchen?"

"No."

"It's mostly believed to be a rumor. Except I have seen this Devil in action. He put two of the Kingpin's men out of business. One went the hospital. The other went to a funeral."

"H-he killed the other guy?"

"Threw him off the top of a twelve story building," Ben said. "Poor slob met his end quickly compared to the guy who is fighting for his life in the CCU."

Peter rubbed the back of his neck, "I think I should get going."

"You want me to hail a cab for you?"

"No, that's okay. Um, what do I owe you for the food."

"Forget about it kid. It's on me. Waiter his order will be to go."

"Thanks again."

"No problem."

---

It was a quarter to three and Aunt May checked the clock every few minutes. The anticipation on her face for her nephew to come home shone brightly to her neighbor Anna who had come over to stay a while. Anna sat down her magazine and looked at May.

"Your worried about him."

"Yes, frightfully so. Ever since Peter got hurt I don't feel comfortable in letting out."

"I can relate to that feeling. I never feel comfortable in letting MJ out, but I know she's smart and was raised right. I know I can't shelter her forever."

"God I know that Anna, but the world is so dangerous now. The attack on the capital by that Magneto person, the Hulk's rampage shortly after, and then that Spider-Man freak battling that villain in the middle of a busy sidewalk," May sighed. "I'm afraid Peter could get hurt badly when these freaks decide to use our poor city as a coliseum for their grudge matches."

"Looking at that way May, will only stress you out. I advise that you try to remain calm. I'm sure that Peter will steer clear of such an incident happening."

---

Spider-Man swung through the city with a web sack on his back. As he got into the deeper parts of the city where there were fewer skyscrapers to swing from he bounded from building to building before firing his next line. At the end of his swing, he dropped down into the heart of Hell's Kitchen and looked around from the top of an old Brownstone building. Spider-Man turned when he heard the tapping of a cane against the brick surface.

"Is some one there?"

Spider-Man was silent for a moment as he watched the auburn haired blind man walk across the rooftop. Spider-Man prepared to leap off when the blind man called to him.

"Don't go."

"Why?"

"Shouldn't I be asking the questions?"

"I – uh guess."

"The name's Matt Murdock. I'm a lawyer."

"Nice to meet you. Name's…Spider-Man."

"Oh. I have heard quite a lot about you lately. Mostly rumors though."

"Y-you have?"

"Yes. I don't believe in gossip though. Its very spiteful."

"Yeah. I uh better go."

"What are you such in a rush for?"

"Well…I have somewhere I have to be. Personal you know."

"I understand. See you around."

"Bye."

"Hm…he's just a kid," Matt said. "I should keep an eye on him."

---

Fisk sat his cup of coffee aside as Bull's-Eye sat across from him. Frustration set into Fisk's features as Bull's-Eye reported his progress. The Kingpin got up from his chair and walked over to the window looking out at the city. The anger welled up inside of him.

"Where did this Spider-Man come from?"

"I don't know."

"Did you make sure he was dead?"

"Yes."

"Then where is the proof?"

"I…"

The Kingpin turned towards Bull's-Eye and glowered. "Your not sure he is dead are you?"

"No."

"Leave me. You have failed."

"I can _kill_ him. Just give me another chance," Bull's Eye said.

"He was not your priority. Octavius was. Now I must hire some one else to complete your job."

Bull's-Eye left in a rush and the Kingpin sat back down in his seat to call a rather expensive freelancer.

---

Jessica and MJ were playing in the arcade when a heavily muscled man walked past and shed his coat. He started shouting incomprehensible things and tossing many of the arcade machines around. MJ and Jessica ran out of the store and Spider-Man happened upon the scene and dropped down before them.

"What's going on?"

"Some brute is trashing the arcade," MJ said.

"I think some people are still in there," Jessica said.

Both of them turned back to find Spider-Man gone. The hero dropped down from a vent entrance and scoured around looking for the brute that had attacked the place. A large blast of water sent Spider-Man crashing into the wall. Another blast came his way and he dodged over it and the ones following it. He looked around searching for the source of the attack, but he couldn't see anything. A giant wave of water flooded in and took him under. Spider-Man tried to rise to the top, but something pressed him against the bottom. He attempted to use his webbing yet the water diluted the formula.

"So much for your daring rescue, huh, hero."

Spider-Man looked around for the voice and found a face materializing in the water. His eyes shot wide and he threw a punch that passed harmlessly through it.

"It looks like for such a _tough _guy. You're not too bright. You can't hurt Hydroman!"

Spider-Man reached along the wall he was against for something, anything to get freefrom Hydroman, when he suddenly jerked one of the electric plugs out sending high voltage through both of them. Hydroman retreated from the room while Spider-Man spasmed on the floor for a few minutes. Suddenly his spasming stopped and he leaped to his feet with his costume smoking. While barely standing, he chased after Hydroman into the deeper parts of the Arcade. The water-based villain was trailing along the floor towards a sink. Spider-Man tried to fire his web-shooters, but they were melted. He grasped a refrigerator and tossed into the path of Hydroman catching the criminal's attention. Hydroman turned to him and weakly formed into his human form. Before he could say anything Spider-Man had leapt upon him, delivering a fury of blows that battered the villain unconscious. When it was over Spider-Man fell to his back and started to pass out when he heard a familiar voice speak to him.

"You did good kid. Now let's get you out of here."

---

Peter lay in the bed that Matt had provided for him still sore from his electrical burns. How Matt found him, he didn't know. All that mattered was explaining to his Aunt May how he got electrical burns. Matt had been on the phone for while with Aunt May and when he got off he smiled.

"Don't look so glum. Your fine."

"How did you know where I was?"

"A little devil told me."

Peter swallowed hard, "The same devil who protects Hell Kitchen."

"You have heard of him?"

"Y-yeah. Not entirely good things."

"Don't believe everything you hear."

"I think I know that now."

"How's that aspirin helping you?"

"I feel a lot better. The pain is mostly gone and as you see…"

"No I can't see," Matt said.

"Yeah, I forgot."

"Its ok."

"Well let's just say I should be fine soon."

"Good. Listen if you ever need a hand legal wise. Here's my card."

"Nelson and Murdock?"

"Foggy Nelson is my partner."

"I see."

"Get you some more rest and then I will see about getting you a safe transport home."

"All right, and Matt thanks."

"Your welcome."

---

A rubber mask that resembled Bull's-Eye's face was laid upon an oak desk and the clothes that he wore were discarded to the nearby couch. In the corner sat the real Bull's-Eye who stared at the white specter that walked toward him. His cape was pulled closed hiding his tight muscular build. He sat a bag next to Bull's-Eye and retreated into the darkness.


	8. Chapter 8: The Devil You Don't Know Pt 2

"So this Hydroman gave you quite a beating huh?" Matt said.

"Yeah. I mean I don't think I have ever faced some one so dangerous before. I still ache all over," Peter responded.

"You should be dead, but whatever changed you made you more resilient then any human being I have ever known."

"Thank god for that. I'm glad I have some one to share this with…you don't know how difficult it is keeping this a secret, Matt."

Matt lowered his head, "I think I can relate. We should get going --"

"What is it?"

"I have to go for just a moment. I'll be right back."

Matt rushed out the door and Peter turned to the window when he felt a disturbance in his surroundings. He laid what money he had on him on the table and snuck out to change.

* * *

**ULTIMATE SPIDER-MAN #8 "THE DEVIL YOU DON'T KNOW PART II"**

* * *

Spider-Man swung down the alley following the sensations at their strongest ebbs and as he came down the alley, he saw some one dressed in red fighting with several hoodlums. The hoodlums were being beaten with an inch of their lives by a relentless avenger. Spider-Man shot a web-line snagging the red clad vigilante by the wrist and pulled him from his feet. The vigilante rolled with his momentum and sprung back up onto his feet. 

"What do you think your doing?" the vigilante asked.

"Keeping you from brutally hurting those guys," Spider-Man replied.

"They deserve it. They killed the cashiers of the convenience store they robbed."

"It isn't for us to decide what their punishment is. Our job's to only catch them."

"You have your way. I have mine."

The vigilante sent his metal billy club through the air at one of the thugs who tried to limp away. The sound of it smacking against the guy's head made the other robbers flinch. Spider-Man placed his hand on the vigilante's shoulder only to be thrown in the air. Spider-Man corkscrewed into a flip and landed on his feet.

"Just who are you? What is your problem pal?" Spiderman asked.

"Me? I'm Daredevil and right now you're my problem."

Daredevil fired a grapnel line from his other metal club and it wrapped around Spider-Man's wrist. The web-slinger pulled and Daredevil came flying at him with feet first. Spider-Man rolled with the blow to his chin and flipped away from Daredevil. He fired a fine spray of his webbing that netted Daredevil's arms to his side. Daredevil smiled and pressed a small stud on his club. A blade popped out and Daredevil cut himself free.

"Is that all you got?"

"No. I can stop you. I will stop you."

"Listen kid. We don't have to fight. Just let me finish with these guys and then we can go back to what we were doing."

"What are you talking about?"

"I know your secret Spider-Man. I think you're bright enough to know mine."

Spider-Man's eyes widened and he took a step back.

"I-it can't be."

"_Let's get out of here while their distracted."_

"_Right. What about Woody?"_

"_Leave him!"_

"Going some where boys?" Daredevil asked.

"Let them go. The cops are likely on their way now."

"True. I can hear them coming now. I'd like to believe the system would dispense them some justice. However, I know who runs this town. You're too naïve to realize who you're up against."

"Maybe I am, but I learned an invaluable lesson. With **great power**, there comes a **great responsibility** to use it. I had to find that out the hard way."

Daredevil's face softened as he noticed the solemn tone in Spider-Man's voice. The sounds of sirens grew closer and Daredevil fired his grapnel to the roof above and motioned Spider-Man to follow him.

---

The Kingpin stepped out of the limo and smiled at the beautiful woman who swayed her hips as she came down the steps from the private jet. She had long silver locks and deep blue eyes. The Kingpin clutched his cane tightly and offered her his arm, which she politely took.

"Miss Sable. It's a pleasure to meet you. I had heard so much of your exploits."

"Its an honor to meet you Mister Fisk I have heard of your benefits to the orphanages in Indonesia and The downtown district. I must so though that your procurement of my services has me puzzled."

"Oh?"

"What was it this Spider-Man did that made you put out a contract on him? I didn't think such an accomplished entrepreneur would require some one of my talents."

"I know this seems out of the ordinary Miss Sable, but this Spider-Man fellow has terrorized the city and his constant disregard for the law makes a bad influence for the youth of New York and abroad. Not only that, but Spider-Man I fear brings a bad omen to this city. I feel bad things will happen if he is not removed."

"I see. That was why you wanted my Wild Pack and I to engage him and quietly remove him. I must say that it such a request had never been made before until now. I will gather my men and see this Spider-Man for myself," Miss Sable said.

"Does this mean we have a deal."

"I suppose so."

---

Atop a brownstone building in Hell's Kitchen, Spider-Man sat beside Daredevil. It was night out and not a single soul stirred without trouble from the parasites that lingered in the dark corners below. Spider-Man felt obligated to jump down and help, but Daredevil held him back and pointed to the stars above which sparked brightly in the ebony sky. He then pointed back to city and never had it looked so dangerous and dark before.

"Just like shadows cover the light they also cover the heinous acts committed by man. No one cares about the people down below because they are homeless or recovering addicts or minorities. To the upper echelons of society, they're trash. You think that what your doing makes a difference to the world, but the upper class see you in the same light as the these people down there. The moment you cross them they will come after you and no one will be able to help you."

"How can you be like that? There are people who care. Wilson Fisk cares! Tony Stark cares!"

"Wilson Fisk? Kid. Don't make me laugh. All of those charities Fisk set up were to cover his expenses on his illegal drug trade operation with the Columbines."

"N-no. No way!"

"It's the truth," Daredevil said as he removed his mask. "My dad was an enforcer for the Kingpin. He was killed because he tried to defend an undercover DEA agent…because it was the right thing to do. All that my dad _wanted _was to earn enough money to pay for my tuition. He knew he was past his prime and he couldn't get work as a boxer. Fisk made him a whole bunch of empty promises and now he's dead."

"I'm sorry…Matt."

"Sorry can't save people, Peter. Sorry won't stop men like Fisk. I spent all the earnings that my father had saved up to pay the rest of my way through college. After that, I traveled the world for a time. I learned how to fight. How to make my blindness my greatest asset."

"How did you become blind?"

"That's a tale for another time. I hear the sound of chopper."

"Where?"

"It's coming this way," Daredevil said as he slipped his mask back on. "I hear guns cocking. They're hunting for you."

"You can **hear **all of this?"

"Super hearing. It comes in handy."

Spider-Man and Daredevil hid as the chopper barreled over them. Daredevil stepped across the length of the industrial fans they hid behind making sure to stay scrunched down so he wouldn't be spotted. He listened to the different heartbeats and counted them. He motioned Peter to wait then moved ahead to the end side of the industrial fans. He could hear the gunmen stepping off and he primed his billy club for action. He heard Spider-Man's heart race faster and it made it more difficult to focus with his heartbeat racing with the others and the chopper noise. He motioned in sign hoping that Spider-Man knew sign language. Spider-Man focused on the hand gestures and tried to figure out what his only ally was saying when he felt a massive disturbance near him and he leaped out of the way, as a bullet skipped across the edge of the fan Spider-Man was behind. When the wall crawler came down his fist connected with the gunman's jaw and sent the guy on the other side of the fan. Daredevil tossed his billy club now that he had a distraction and it snapped the wrist of the gunman nearest him. Daredevil let his grapnel go, it wrapped around the next gunman, and he pulled on the line sending the man into his awaiting fist. Spider-Man webbed the last two gunmen together and destroyed their guns. A lone woman stood on the chopper and she collapsed after stepping off. Spider-Man gently picked her up when something felt off.

"Don't she's **faking** it!" Daredevil said.

The woman opened her eyes and sprayed a gas in the face of Spider-Man from one wrist while spraying Daredevil with the other wrist. Both of them collapsed and Sable got to her feet. She grabbed a comm. unit and called for a pick up crew.

---

MJ turned the cap on her medication bottle and poured out a dose in her hand. She took it and looked at the picture of Peter that was taken the other day when her, Jessica, and Peter went to the fair. Peter and Jessica had their arms around each other and MJ had depressed and jealous look on her face. She poured more of her medicine into her hand and more and more until she had taken the whole bottle. She clutched the picture of her family before she collapsed onto the floor.

---

Spider-Man woke up chained to a gurney suspended several feet from the floor. His arms were pinned to his sides and his web shooters were removed. Daredevil had his weapons removed as well and hung beside Spider-Man.

"So this _was _the infamous Daredevil I have heard about," Fisk chuckled. "And look who he dragged along. The other thorn in my side."

"You won't get away with this Kingpin. I will bring you **down**."

"Ah it's a pity Daredevil. You have been quite a nuisance in my operations with your beyond the pale methods, but you have only delayed what has been building for some time."

"Your _slime_," Spider-Man said.

Both Kingpin and Daredevil looked at Spider-Man.

"What? I had to say it."

"As sad as this is I must bid you both adieu. I have other business to attend to and after today neither one of you will be in my hair again."

"But you're bald…"

"Your not helping us with the witty retort kid."

"Well I'm nervous. I can't help it."

"You better because in about ten seconds," Daredevil said as he turned his head toward the giant spinning blades below. "We're about to become Swiss."

"What kind…"


	9. Chapter 9: The Devil You Don't Know Pt 3

The **whip **– **whip **sounds of the fans below started to annoy Daredevil. He struggled with his bounds in an effort to free himself when he turned and saw Spider-Man crouched on his gurney.

"Need a hand?"

"How did you do that?"

"What?"

"Get **_free_**."

"These muscles of mine are for far more then decoration."

"You should have used them sooner," Daredevil replied.

"I had to wait until my system was clean of that tranquilizer."

"Think you can make the jump across?"

"Can **_you_**?"

Daredevil smiled. Both heroes jumped and made to the other side. Daredevil grabbed his billy clubs and placed them in his holster while Spider-Man slid his web-shooters back on.

"Time to go after the Kingpin?"

"**_Yes_**."

"No killing."

Daredevil fired his grapnel to the roof access above and smiled. "Of course not."

"Hey, I saw that smile!"

---

The Kingpin made his way towards his private chopper and a bald man dressed in black walked beside up him. Kingpin paused before getting on his chopper and turned to the individual at his side.

"Should the two delinquents escape, Dillon, I want you to kill them."

"Yes boss."

Kingpin climbed aboard the chopper and it rose into the air just as Spider-Man wrenched the roof access hatch free. He looked up through it and a bolt of electricity shot towards him and he swerved his head out the way. Upon leaping out, he made for cover. Daredevil followed closely behind pin wheeling between the blasts.

"Show off."

"Says you."

"Welcome boys and girls to your **_electrocution_**!" Dillon said as he shot electric bolts at the two heroes.

Both of them ducked over the side and Spider-Man held onto Daredevil while he clung to the side of the building. The sensations coming from above him caused him to shoot his head up and leap way with Daredevil in tow as another electric bolt came their way.

"Have a plan yet Horn Head?"

"Not yet, Kid."

"Stop calling me that."

"Fine, Web-Head."

"**_Can't_** you just call me Spider-Man or Spidey?"

"What would be the fun in that?"

"You're a real riot."

"I like to think so."

---

MJ was wheeled into the emergency room with Aunt Anna and Aunt May at her side. The paramedics brushed past the people in line as they made for the critical care unit. A doctor walked out of one of the examining rooms and jogged beside the gurney.

"What are the patient's vitals?"

"Blood pressure sixty over fifty, pulse forty, heart beat's faint."

"Has she been on any drugs of any kind? Anything to provoke the vomiting or loss of consciousness?"

"N-no, only her depression medicine," Aunt Anna said.

"Well if I had to hazard a guess from the symptoms so far I'd say she overdosed."

"Oh my dear **_god_**!"

Anna's eyes rolled back into her head and she collapsed.

"Anna!" Aunt May said

"Someone page a nurse. I will see to the young girl."

---

Jessica waited at the Youth Center with her cell phone placed in front of her. She waited to hear something, anything from Peter. The cell rang and she picked up and her eyes shot wide. She clamped the phone shut and ran out.

---

Minutes passed into hours for the assassin Bull's-Eye. He glanced around his private hell and wondered who brought him here and what did he or she want. He knew that his captor wore all white, but beyond that, he couldn't really describe the person. His captor walked in and placed another bag of food on the table and Bull's-Eye took the food out and ate. After he was done, he leaned back against the couch. He had tried to escape twice before, but his captor possessed unbelievable strength and skill. Bull's-Eye could practically feel his captor's eyes on him and that feeling left him with little hope of escape.

"Here."

Bull's-Eye looked at the blindfold dropped in front of and looked up at the white nightmare. "What's this for mate?"

"No questions. Put it on."

"**_Right_**."

Bull's-Eye's captor grabbed hold of him and bound his wrists before towing him off into the darkness.

---

"Where did you boys go? Don't you want to play with **_Electro_**?"

"Elektra?" Spider-Man said as he nailed Electro across the jaw. "What are you some kind poorly conceived hair band?"

"Rrrrrgh! You're going to pay for that you web-headed freak!"

"Have to catch me first Elektra!"

Daredevil waited until Electro gave chase and then fired his grapnel onto the chopper and swung up into the inside. He socked the Kingpin in the face sending the fat man out the other side and through the plat glass sunroof below. Daredevil tapped the pilot on the shoulder and then lowered himself down slowly. His radar sense picked up the heavy breathing of his most hated nemesis and as he rewound his grapnel, the Kingpin chucked a flowerpot at the hero.

"You have been a thorn in my side for too long."

"What can I say? I'm a pest."

Daredevil whipped his billy club at the Kingpin and the sizeable crime lord caught the metal weapon in his big meaty paw and tossed it aside. He charged at Daredevil and the protector of Hell's Kitchen leaped over him and landed on his feet. With a quick turn, he drove his heel into the Kingpin's knee bringing the fat man down to eyelevel with the guardian devil. Daredevil jerked his mask off and tossed it to the ground-allowing Kingpin to get a good look at his face. The crime lord snarled.

"I've been beaten by a blind man?"

"Not just any blind man, Kingpin," Matt said as his face became hard. "The son of Jack "The Devil" Murdock."

The Kingpin screamed just before Matt whipped the blade contained in his billy club.

---

Spider-Man leaped across the rooftop with Electro chasing not far behind. The wall-crawler shot webbing into Electro's face while performing a flip in the air. When he landed, he sprung behind a water tower and began to push as hard as he could. The tower swayed with the amount of pressure he placed against it until finally the supports buckled and the water came crashing down on Electro shorting him out. Spider-Man stood safely where he was before leaping down below to check on Matt. He heard an audible scream and then everything went silent. He tried to peer into the blackness, but he couldn't see anything down there. He waited unsure of what to do. It was almost three whole minutes before Daredevil's grapnel shot up and clamped onto the frame of the sunroof so he could pull himself up. Spider-Man eyed him and wondered who screamed.

"Was that?"

"Yes."

"You **_didn't_**!"

"No I didn't. He's fine. He just has a nice scar to remember me by."

Daredevil walked past Spider-Man and fired his grapnel to an adjacent roof, "You coming?"

Spider-Man shrugged.

"Suit yourself."

---

Peter slid his mask off after coming into his room and changed. After that, he checked his messages. It was a hassle to convince Aunt May to allow him a phone in his room. She thought he would become a hooligan and stay late having sex and god knows what else. Like any of that had a chance of happening. Only thing he had the chance of happening was his running around in spandex long johns fighting to protect people and help out as best he could while the more high media profiled heroes were busy flossing their teeth or showing up in some sports magazine. Peter lay back on his bed and sighed. Why did it seem everyone else had the good life? Why was he ill fated with the responsibilities of protecting his fellow man while Captain America had dinners with delegates? Thor hobnobbed with rich bimbo Hollywood starlets. She-Hulk posed for Muscle and Sports Magazines and so on. Did god have it in for him?

"My lucky break I guess," Peter said.

"Peter?"

"Aunt May?"

"Peter, thank god your home. MJ, my dear lord MJ and Anna."

"Aunt May, what happened to MJ?"

"MJ – She overdosed on her anti-depressants…"

Peter's head hung low, "I should have been here. I should have been here for her."

"How could you have known? Anna and I didn't find out until we found her on the floor in poor shape. Oh god Peter. Anna's heart can't take this kind of strain. If something happened to MJ I have no doubts Anna would die."

"Where is she now?"

"Oakridge Central. The critical care unit."

"Can I see her?"

"She won't be allowed any visitors until she gets out of critical care. Tomorrow I'm going to visit Anna if you want to come, you may. If not you don't have to. For now I'm tired and going to get some sleep."

After Aunt May left, Peter hopped back on his bed and beat himself up over MJ.

---

The dank darkness was the only clear thing that Bull's-Eye could see. After his blindfold was removed, he couldn't make out where he was. His first step nearly sent him down a huge gorge and he clung onto the white specter that had him as a captive. Bull's-Eye briefly considered making a run for it, but he had no idea where he was and he knew that the white demon behind him would catch him no matter where he went. So Bull's-Eye played the fool and allowed himself to be led along. Once he had the lay of his surroundings and a safe way out he would remove himself of his spectral opponent. They walked for what seemed like hours into the deeper reaches of the cavern and when they stopped the figure turned to Bull's-Eye and pointed to an alter where a crescent shaped hieroglyph was and urged Bull's-Eye toward it.

"All right, all right, man."

Bull's-Eye made his way over to the alter and was forced to his knees. His head was bent over the alter and when he gazed up he saw a blade coming down and that was the last thing he ever saw.

---

Ryker's was quiet. Everyone was surprised to see the Kingpin here. It appeared one of Fisk's trusted allies turned state's evidence against him in order to get an acquittal from all charges against him. Fisk tried to figure out who squealed on him as he was led to his cell. Despite his fall from grace, he wasn't too far fallen from people he could rely on. He had people in Rykers who would see to it that he remained alive and happy until his high priced lawyer could get him out. All of it was a matter of time. Until then, he had to dedicate himself to a new hobby. Brail…


	10. Chapter 10: Slipping Away

Peter and Aunt May strolled into MJ's room. Both of them had a grim, depressant expression. Peter sat one side of MJ while Aunt Anna was on the other. She gazed at Peter long and hard. Aunt May stood at the end of MJ's bed and sat the flowers they got into the small end table.

"Where have you been Peter?" Anna asked.

"I've…been busy."

"You think there's more **important** things then **friends**."

"No. Of course not!"

"Watch your **tone** Peter."

"Sorry."

"That's just like you kids these days. You **think** your problems are more **important** then those around you. **Every** damn one of you are **selfish**," Anna said as he put her hand to her temple. "If more people **cared** and I mean actually **cared** about those around them then things like **this** wouldn't happen."

"Are you going to be okay Anna?" Aunt May asked.

"I'll be fine. I just need to get some rest."

"Peter I'm going to help Anna back to her room."

"Okay…"

Peter sat there and grabbed hold of MJ's hand.

* * *

**ULTIMATE SPIDER-MAN #10 "SLIPPING AWAY"**

* * *

Standing atop the tallest skyscraper Spider-Man looked over the city as if searching for something. The streets had become darker since his _reeducation _from Matt about how just little his impact was. He'd always be fighting to protect his fellow man. To make a difference and yet how could he when the world was so structured for corruption and darkness to rule while the light only sheered out pillars of meager hope. Spider-Man crouched down and bounded off the roof letting his instincts guide him. A simple press of the palm trigger concealed beneath his glove and his amazing webs shot across the ebony skyline lighting his way. As he soared over the abyss below, his mind raced with thoughts and worries. Half dreams and nightmares of what could mount up to being his life. The sensations disturbing his thoughts caused him to swerve his head in mid-swing and make his way back. A large plump of fire burned into the heavens and screams echoed from all the way down the street. Spider-Man broke into somersault from his web-line and smashed through window into the burning building to discover a woman and her young child bundled together with a fire surrounding them. Spider-Man leaped over the fire and rolled to his feet. Picking both of them up into his arms, he made a hasty exit and descended down to the street below. Another scream caught his attention and Spider-Man zip lined back up into the inferno and looked around the third floor. His vaunted spider sense picked up the unique disturbance coming from behind him. He turned and caught a purple fist to the face and crashed through the wall. When he climbed to his feet, another surprise literally dropped in his lap and his spider-sense felt a very intense sensation from the device before it exploded. Spider-Man crashed through another wall and knocked over a couch. He tried to get to his feet, but that explosive had taken almost everything out of him. The same purple hand grabbed Spider-Man by the throat and lifted him from the floor. His mask was torn down the left side revealing his bruised and battered face. His eyes slowly shrank as he saw something that could only be described as a nightmare before passing out.

---

Bull's-Eye walked into Fisk Enterprises wearing all black. He was dark under his eyes and there was an odd distance in the way he acted. He strode by the guards with not too much difficulty. Once he got up to the top floor. He made his way into Fisk's office and found a dark haired woman in Fisk's chair. She twirled the chair around, brought her legs down off the arm, and stood up. Her dark eyes focused on him.

"What are you doing **here**?"

"I work here."

"That may have been true once, but I'm the Kingpin's new assassin."

"**Really**?"

"Yes. Let us see just how good you are."

Bull's-Eye charged at Electra and she tossed her sai grazing his shoulder. She tsked and leaped over him landing a kick on the back of his head. He ate floor and rolled until he sprung back up into standing position. Elektra noticed white sticking out of his uniform and she picked up her sai twirling it as she assessed her opponent.

"Your **not** the real Bull's-Eye are **you**?"

The fake Bull's-Eye smiled and as the clouds covered the light that shined into the office. The figure tore away his disguise. His deep, grim, and downright terrifying voice caused Elektra to take a step back.

"You're **smarter** then I took you **for**," The white specter said as he came out of the shadows. "But you will not leave her **alive**."

"W-what in god's name are **you**?"

"I am your worst **nightmare** -- Khonshu's fist of **vengeance**. I am the **Moon Knight**."

Elektra screamed as Moon Knight's dark presence seemed to envelope her.

---

Spider-Man slowly awoke and tried to rub one of his hands across his face, but he couldn't. Some force restrained him and he was unable to free himself. For the moment, he tried to stir himself fully awake. He glanced around once the blurriness cleared up. He was in some form of factory, but he couldn't tell what kind. A figure clad in green and purple walked in front of him. His wide maniacal sneer caused Peter to turn away.

"Well, well, what do we have **here**? It seems my OZ did more then make me the man I am today. It also appeared to give some annoying **brat** super powers."

"So says the ugly **sucker** standing beside of me."

The figure socked Spider-Man sending his head rolling to the side and spittle flew from his mouth. He turned back to the figure with defiance in his eyes. The figure cackled while he marched over to control panel on the other side of the room.

"You amuse me **boy**, but I'm afraid that your no use to me as you are. So allow me to rectify that."

The figure threw a lever and a green bream emitted from a projector over Spider-Man. Instantly Spider-Man felt his body grow stronger. Stronger then it ever had been. Yet, there was something else. He could feel a great fog coming over his mind and his body transformed into a large man-spider. The figure threw the lever back and snapped his fingers. The creature walked over and kneeled before the figure where all eight of its eyes reflected off those of a mad man.

"Now my little pet. Let us see if you can find Octavius and then I can settle the score with him. You know if it wasn't for you defeating the Kingpin I wouldn't be able to do what I am planning."

The man-spider stared on with no recognition of the words the figure spoke. He merely followed as the figure commanded. Into the dark night, they went in search of one who would doom a city.

---

MJ woke up in her bed finally after a few days. Her eyes fluttered and she peered around the room she was in. Next to her, sat her Aunt Anna and on the other side was Jessica. MJ turned toward Aunt Anna and licked her dry lips.

"Where's Peter?"

"I-we don't know dear…"

MJ turned to Jessica, "How long have I been out?"

"Almost two days."

"I **see**."

MJ looked away from them both and Anna cleared her throat, "MJ, why on earth did you try and kill yourself?"

"I don't know…"

"That's **_not _**an answer!"

MJ glared at Anna.

"What would it **matter** anyways? Like **mother** like **daughter**."

"You take that **back**!

MJ turned away from Anna.

"I think I should leave," Jessica said.

"No, its okay," MJ replied.

"Maybe you should Jessica," Anna said.

Jessica looked at MJ and she nodded. Once Jessica was out the door Anna gripped the blanket on the bed tightly. "Your mother and I never get along even when she got in that **awful** marriage to your good for nothing father. Even before then, I had trouble with her and her mother. Nevertheless, despite it all I still loved them both," Anna paused as she looked at MJ and took a deep breath. "When your grandma died it nearly killed your mother… and I raised her just as I now raise you. She constantly gave me grief though because I was a step aunt from her uncle's second marriage and not her real mother. I still suspect she married your father to spite me. Now I know it was because she was pregnant with you. I had tried to talk her out of it, but she would have nothing of it."

"Why did you throw my father out?"

"Because I couldn't stand his **behavior** and I couldn't stand how you were self destructing from the way he was treating you. That's why I placed a restraining order on him to keep him **away **from you and since then; he stopped trying to see you. He called me the other day and told me he had his **own** kids to worry about. He even started to claim you weren't his."

"Aunt Anna…why do I have to be so _alone_?"

"Oh there, there dear. You will always have me and Jessica."

"And Peter?"

Anna was silent for a moment; "If he truly cares for you then he will be there for you when you need him most."

Anna and MJ broke their hug and MJ lay back in the bed.

"Are you going back to your room?" MJ asked.

"Yes. I will be around if you need me. I'm right down the hall."

"I love you Aunt Anna."

"I love you too Mary Jane."

---

"So close and yet I am so far away from completion. Why must fate toy with me?" Dr. Octopus said.

"Maybe because **fate** owes **me** a favor!"

"Who are **you**? What do you **want**?"

"Don't recognize your former employer Octavius? That's a shame. I **remember** you!"

"_Osborn_! Dear god! How?"

"Ask my **pet**! Sick him **fido**!"

Man-Spider leaped out of the shadows above Dr. Octavius and his eyes went stark wide. He didn't even have time to utter a scream as the Man-Spider tossed him aside like garbage and webbed him up like prized trophy.

"Now Octavius. Its time I get my **just **revenge."

Dr. Octopus screamed so loud that his voice carried through out the sewer tunnels to the surface.

---

Jessica was in a daydream when the bell rung and she headed for the next class. She accidentally bumped into Flash Thompson and she shivered in revulsion from what MJ had told her about him. Flash patted his friend Kenny Harlan on the back as they headed out. Both of them joked about something, but Jessica wasn't paying too much attention to what they were saying. She had made it half way to class when she saw a red haired teen shaking down Flash. She quickly walked past hoping the boy wouldn't notice her. Liz Allen was just down the hall walking toward Jessica and they both meet up before her class.

"What is it?"

"You didn't hear Jessica? Peter's missing and he's been missing for two days."

"When did he disappear?"

"Um, I think his Aunt last saw him when they went to visit MJ."

"_Oh man_."

"You think he's okay, Jessica?"

"I hope so, Liz."

---

Peter awoke in his bed and got up gingerly. There was a note crumpled up in his right hand and a picture in his left. He examined the picture and found his bare face on it with the collar of his spider costume showing. He read the crumpled up note and it was written in incursive. Peter stood up crumpling the paper in his hand and tossed into the wastebasket before he stepped out of his room. He strode downstairs to find Aunt May had stepped out. He looked at the paper laid on the table and it was Saturday. He had slept two whole days and he didn't have a clue as to how. He raced upstairs into the bathroom and after several moments, he came out changed in spare Spider-Man costume with spare pair of web shooters. He leaped from his room's window with the slim hope he could figure out what happened to him while he was out for those two days.


	11. Chapter 11: Its Been Awhile

Two days. Two whole days were lost to him and he didn't have a clue as to how. His memory was fuzzy on where he was before he blacked out. While looking in the Daily Bugle's morning edition he noticed a picture of him was plastered in the lost and found section. He shook his head in disbelief. He started climbing up the side of the building he was clung to when a dark voice interrupted him.

"I see **you**."

Spider-Man froze in his tracks as if some powerful force held sway over both his mind and body. The purple and green nightmare that uttered those words lowered with in eye level of the young hero on a jet glider. His wide sneer had instilled some fear in the frozen form of Spider-Man. He whispered another command into Spider-Man's ear and the web-slinger eyes hazed over. He stood tall on the building and jumped onto the side of the glider as the Green Goblin took off.

* * *

**ULTIMATE SPIDER-MAN #11 "IT'S BEEN A WHILE…"**

* * *

Dark lined ambers dropped from the smoking cigarette and hit the dust-ridden floor. A petite Asian woman bent down to sweep it up, but a hand grasped her arm and she was smacked across the face. She eyed the stranger and stepped away from his fearful gaze. The stranger looked at the mugs in the room and wafted the cigarette smoke from his face.

"All right youse mugs. With the Kingpin kaputz its time some one new took over the streets."

"I suppose your electing yourself."

"Mebbe I am, Fortunato. Ways I see it. None of youse got the muscle to run this town, not like I can."

"What if we refuse?"

"Well," The stranger said as put out his cigarette and walked over to Fortunato. "Then we would have a problem."

Fortunato stood up to the stranger and the stranger laughed in Fortunato's face in front of the other mobster's as if it was some kind of joke. Fortunato couldn't figure out what the stranger found so funny nor did he care as he could see the glint of madness in the stranger's eyes. He dismissively turned away from the stranger and started to walk out when he felt a throbbing pain in his back and realized he was being stabbed in the back. As Fortunato lay on the floor dying from his bleeding kidney, the stranger kneeled over him and slit his throat before the disbelieving mobsters. They're on looking horror made the stranger smile in a way that creeped out everyone in the room out. He looked at all of them holding the bloody knife in his hand and motioned to the dead Fortunato.

"Does any one else have any objections to me takin' ovah?"

The stranger's men cocked their guns and the mobsters shook their heads. The stranger motioned two of his men to dispose of Fortunato's corpse. He then eyed the other mobsters one last time before he left with confidence that they got his point.

---

The Kingpin sat in the library of the Ryker's Island prison, which he had donated through one of his many charities. He was in mid-session of his brail reading when a guard walked in and whispered in his ear. The Kingpin tore the book in half and muttered something to the guard before he stood up and dismissed himself from his session.

---

Sheets of red silk lay on the desk before Matt Murdock. He ran his hand across them with his hypersensitive fingers and felt the sticky wet blood matted on them. He sniffed the air and came to his bedroom where Elektra laid prone on the floor. Matt bent down as he could hear her shallow heartbeats and he whispered in her ear. Gently he lifted her up and carried her out the secret passage of his brownstone to the only place that could help her.

---

The classroom was silent as MJ strode inside. Her backpack slung over her slender shoulders. She walked into the back of the class and took a seat. The teacher started up where he left off and MJ looked to the seat next to where Peter would have sat. Jessica tapped MJ on the shoulder and lifted up her notebook showing MJ a message written on it.

_He's still missing. His aunt doesn't know where._

MJ wrote a response.

_What could have happened to him?_

Jessica waited until the teacher wasn't paying attention and scribbled her reply.

_I haven't a clue._

MJ wrote something and showed it to Jessica only to hear the teacher call her name. After he scolded her, she lowered her head. Jessica bit her lip and wondered where Peter was.

---

Spider-Man stood stock still as the Green Goblin went about his work. He had fits of laughter as he played back the tape of Peter being bitten by the spider that forever altered him and made him what he was today. The Green Goblin turned to him and removed his mask. Peter uttered his foe's real name and the Green Goblin laughed.

"Yes Peter. I'm Norman Osborn. I'm the ultimate evolutionary step of mankind and with your unwilling help I will solidify a power base so strong that no one would dare oppose me."

"N-never."

"You have **_no choice_**!" The Green Goblin wiped his lip. "No…you do, but its one you would regret if chose to defy me. I have planted hypnotic suggestions in your mind, but they are only temporary as your unique physiology seems to make you much more difficult to program."

The Green Goblin turned his back to Spider-Man, "I could crush you now like the worm you are, but it would be **_far _**too easy. I would rather to have you at my side then destroy you and everyone that you care about."

"Think it over Spider-Man. Because in the end you and those you care about will be the ones who suffer."

The Green Goblin slipped his mask on, opened the skylight, and motioned Peter to go. Once Peter had left, the goblin activated a self-destruct mechanism contained with his secret lair and fled through a secret entrance.

---

Twenty-five blocks later Spider-Man stopped on a roof and shook his head as the mental conditioning wore off. His head was swamped with confusion and he felt extremely dizzy. It took several minutes for those symptoms to pass. Spider-Man lifted up his mask, spit up some mucus, then pulled it back down. He looked back the direction he came and saw smoke ushered upward toward the clear blue sky. He bounded back that way as fast he could move.

---

The stranger smoked his cigarette and blowed the foul nicotine into the face of Silvermane. Silvermane's right hand stood at one side with his thick muscles stretching out the shirt he wore. The stranger eyed the right hand, put out his cigarette, and light up another.

"Youse think you can go toe to toe with me, Silvermane."

"Whoever you are, you obviously have watched too many godfather movies. If you think you can come in here and strong arm Silvio Manfredi then you've got another thing coming."

"I don't think nuthin'. I do what I want Silvermane. Your granite faced pug don't scare me none and neither do your goons. You see I'm taking over all the crime in New York and if oppose me then you will be crushed 'neth my heel."

"Get out of here before I have Marko here rearrange your face!"

The stranger got up, flicked his spent cigarette on Silvermane, and walked out with his crew.

"Are you going to let him do this boss?"

"You some kind of idiot Marko? Of course, I'm not. Get Snitch and a gang together. Find out where this rat's held up and wipe him out."

"I'm on it."

---

Nothing remained on which to figure out what Osborn was up to prior to when the fire broke out. Spider-Man stood up as the police sirens draw closer and took off before the officers arrived. While bounding from roof to roof to get a clear shot for some web swinging, the hero decided to head home and deal with the repercussions of his missing before dealing with the other matters.

---

Doctor Octavius woke up unable to move. He struggled to free himself, but he couldn't move a muscle. His metal appendages had been removed and his mind was haunted by the ghost feelings of their removal. He laid there in agony as Norman Osborn stepped over him and smiled at him.

"Thought you could **betray** me!"

"N-no I--"

"No excuses this time Octavius. When my pet relented from killing you I knew that it was up to me to do the job that his stupid sense of morality and responsibility wouldn't allow. So whatever happens next Octavius remember that screaming only makes it worse."

"I WILL ESCAPE AND HAVE MY REVENGE OSBORN!"

"We'll see about that…"

Osborn walked out and the door shut behind him. Vents all around Octavius started to pump in an odorless, colorless gas and the demented doctor shivered in fright as he struggled to breath.

---

Peter climbed in through the window and disposed of his used costume in the laundry basket in his room. He slipped on some sweats and a t-shirt, socks, and shoes then snuck around the front and rang the doorbell. Aunt May opened the door and completely freaked out. She picked him up, laid kisses on him, and sat him down, but then her expression changed.

"Peter Benjamin Parker! How dare you scare me like that?"

"I'm sorry Aunt May…"

"Where have you been?"

"I felt guilty about MJ and…I just needed time to myself…"

"Why didn't you let me know where you _were_? Why didn't you tell _anyone_?"

"Because…I was…lost."

Aunt May placed her hands on Peter's shoulders; "Don't ever do that to me again, Peter! I mean it. I want you to go up to your room. No computer and no television for two weeks. I also want you to check in every other hour from now on. If you don't then you won't be allowed to work at the Bugle anymore or see MJ and Jessica."

"But…yes Aunt May…"

"I love you Peter."

"I love you too, Aunt May."

---

After being phoned by Peter, MJ laid back her in feeling more at ease then she had been in a while. Hearing Peter's voice was exactly what she needed right now. She wanted to see him, but he wasn't sure it was such a good idea with how his Aunt was still peeved. She sighed. It would have to be tomorrow when she could see Peter again. Right now, she had her own things to deal with. She looked at the phone number of the suicide counselor that the hospital recommended and hesitantly picked up the receiver.

---

Marko and his goons pulled alongside a non-descript building and armed themselves, as they got ready to burst inside.

"This is it," Marko said. "This is the place that creep hangs out. Everyone ready?"

"We're ready Marko," Snitch replied.

"Now I'll show them why nobody messes with the Maggia and especially **Man Mountain Marko**!"


	12. Chapter 12: Distant Faces

Peter sat upstairs in his bedroom working on some adjustments to his web shooters when Aunt May called him downstairs and told him Matt wanted to talk to him. He listened to his newfound friend and once finished hung up the phone.

"What was wrong with that nice Murdock fellow?"

"Uh, Aunt May I have to go out for a while. I'll phone in and let you know how I'm doing."

"Promise."

Peter stopped at the door and turned to her, "Promise."

* * *

**ULTIMATE SPIDER-MAN #12 "DISTANT FACES"** **

* * *

**Streaks of silver spanned across the skyline as Spider-Man made his way across the city. The gawking pedestrians below pointed up to the colorful costumed hero while he swung by and some shouted hateful words that the hero couldn't hear with how preoccupied his mind was at the moment. He flew into a somersault and launched his next line in which he gracefully swooped over the streets below. With a quick change in direction, he made up the time spent on foiling a local robbery and landed on the roof of Matt Murdock attorney at law. 

"Hey…"

"Hi," Peter said as he pulled his mask off. "So what was the problem that was so urgent that you needed to see me?"

"A…acquaintance of mine was brutally attacked and showed up on my doorstep. She told me something that is rather disturbing."

"I have a feeling I **won't** like this."

"The Kingpin's empire is -- fracturing."

"Yes! That's a good thing isn't it?"

"**No**. That's a bad thing because now we have to worry about all the split factions gunning for each other on the streets with innocents in the line of fire."

"Don't heroes ever get a break? This just keeps getting more complicated…"

"You don't have to worry about it know, but when the time comes I'm going to need your help reigning in all the factions before things reach a fevered pitch," Matt said.

"All right, if anything I owe you."

"Yes. You do."

"I have to go, Matt. Here's my cell phone number. I – uh don't know if--"

"Don't worry about it. I know how to get in touch with you."

"Right. Bye."

---

The door of the Kingpin's cell opened and he stood up. "Who's there?"

"Name's Mac Gargan. I hear you have a job for me."

"Indeed I do. How would you like to make a lot of cold, hard **cash**?"

"I'm listening."

Gargan shut the cell door behind him and the guard walked off ignoring their conversation.

---

MJ walked through the halls and when she spotted Peter, she did a double take. Jessica already had her arms around him. She sighed for a moment and strode forward. Peter called out to her and she smiled at him as she passed by. She could hear Peter racing up behind her, but she didn't stop.

"Are you mad at me?"

"No."

"Are you sure?"

"Yes."

"Why did you overdose?"

"Stress."

"That all?"

"Yes," MJ said as she stopped. "Why?"

"No reason. I – uh just wondered…y'know."

MJ licked her lips, "Look I have a group session later on today. Afterwards…would you like to do something?"

"Yeah -- yeah I would love to."

"See you later."

"Yeah."

Jessica walked up behind Peter and patted him on the shoulder. "Looks like you have a _girlfriend_."

"Oh the drama. Please, Jess. MJ and I… I don't – I --"

"Your speechless."

Peter nodded his head.

"Buck up, Pete. I think you'll do fine. I gotta head to class. Call me later."

"Sure."

---

A bright red amber lay before Mafioso leader Blackie Gaxton's foot. He stepped on it and crushed it beneath his heel. He turned around when he heard something in the alleyway and after a moment shattering pop, he fell to the street clutching his blood-smeared chest.

---

Rhino walked down the large ramp accompanied by his new partner the Shocker. Behind them Silvermane stormed out followed by his right hand Man Mountain Marko. The look of anger on the elderly crime boss' face painted a picture of how displeased he was with how Marko's efforts to shut down the mysterious Crime Master went.

"I can't believe you **failed!**" Silvermane yelled.

"I'm sorry boss. I just underestimated him. I won't make that mistake twice."

"You're not getting a second chance to **screw** this up!" Silvermane said. "Rhino and Shocker here will deal with it."

"But, but boss--"

"No buts! No get out of my sight."

Mark walked off.

"Now if you two fail me. I will make sure that even your **dentists** won't be able to identify you!"

Rhino and Shocker nodded with fear on their face.

---

Spider-Man swung through the city taking in the sights of the evening when he saw a familiar figure flying through the sky. Spider-Man poured some more oomph into his next swing and beat his one time foe to the intersection between the MTV building and Tower Records. He fired a fine, wide spray of webbing and created a large net to snare his foe just as the criminal was coming through, but at the last second, the villain ignited jet thrusters on his flight pack and tore through the webbing.

"When the hell did he get that?"

The villain flew back towards Spider-Man and fired off rockets at the wall-crawling hero. Spider-Man leaped into the air and spun out of harms way while firing a web-line on which to lure the flighty crook away from the fleeing crowd below. They both traveled all the way to the skeleton of the Freedom Tower where Spider-Man landed to reload his web-shooters.

"Nice night to fry freak."

"Listen, whoever you are. I don't know what your problem is, but I do know you've got a lousy taste in threads."

"The name's Beetle you fly eating insect and you one to **talk**!" Beetle growled in anger.

Spider-Man dodged the energy blasts sent his way and ducked behind a lower part of the skeleton to continue to load his web-shooters. Beetle flew around trying to lure him out, but Spider-Man paid no attention to the armored crooks' baiting as he slipped his last web cartridge into place.

"Okay slappy! Its play time!" Spider-Man said as he shot webbing into Beetle's mask.

Beetle flew around haphazardly with no way to see where he was going. Spider-Man angled himself and then jumped on Beetle's back only to receive a high voltage charge. They crashed to the ground with Spider-Man's body smoking. Beetle stood up, checked his power supply, and looked over at Spider-Man.

"Didn't think I learned from my last mistake web-head? Too bad I don't have enough juice to finish you off. I'll see you again," Beetle said as he laughed about his victory.

Spider-Man slowly, but surely stirred and climbed to his feet. His body ached all over. He checked his web-shooters out and the insulation he made for them protected them from melting and conducting the current. Yet when he checked his belt his cell phone and web cartridges were melted. He slapped his forehead wondering how he was going to explain to Aunt May how he missed his check in. He got to his feet and swung into the distance hoping he could think of something by the time he got home.

---

Harry sat in the living room wondering where his dad had been for all the recent weeks when some one knocked on the door and he answered to find his dad on the other end.

"Where have you been, Dad? I've been worried," Harry said.

"I've been conducting top secrets experiments son that are vital to the future of Oscorp, America, and the future of our family. I maybe way for much longer periods."

"I-I thought we'd spend some time together after I got out dad, but ever since I got out all you do is work!" Harry said as his temper started to flare. "When **are** you going to make time for me!"

"Maybe when you can prove your worthy to be my son," Norman replied coldly. "Now if you'll excuse me. I have work to return to."

Harry grabbed one of the vases nearby and threw it against the wall after his dad left.

---

Elektra woke up in a bed she was unfamiliar with. Her eyes wandered around the room for signs of danger and when she saw Matt, she relaxed…somewhat. Matt sat next to her and rested his cane on his lap. He ran his hand down her arm, took hold of her hand, and gripped it firmly.

"Now that you've warned me about the Kingpin's cartel fracturing why don't you tell me about who did this to you," Matt said.

Elektra was silent.

"I have plenty of time to listen. When your ready."

Elektra turned to him and watched him go then looked away.

---

Peter rubbed his hand through his hair as he talked with Jessica.

"What do you mean you may not make the date with MJ?"

"Well I got grounded. I missed checking in so I'm going to be spending some time indoors for a while. I'm putting on the usual routine, but I don't know if Aunt May will let up."

"Pete, why? You don't know how much this means to MJ."

Peter rolled over, "Crap…"

"You think your Aunt would allow MJ to come over."

"I don't know. I'd have to ask."

"Well you better think of something Peter. I have this feeling MJ may not be able to stand another disappointment."

"I know," Peter said.

"I have to go know. My sister wants to use the phone. I'll talk to you tomorrow."

"Bye."

Peter sat down the receiver and rolled around on his bed. He heard a noise and looked to his window. Some one had climbed up to his room. He went over to the window and opened to find MJ outside of it. He helped her inside.

"Hi," MJ said.

"What are you doing here?"

"I came to visit you."

"Cool. Um, can I get you anything?"

"No thanks."

"So…"

"So," MJ said. "How are you doing?"

"Fine."

"I haven't seen you around much."

"Well, I've been busy with the Bugle and other stuff."

MJ sat on the bed next to Peter and moved his book bag back. Peter noticed his some of his mask was sticking out so he jumped on the bed and shoved the book bag to the floor. MJ fell on top of him from the impact and the two of them stared into each other's eyes for a long moment. Peter removed his hands from MJ's hips and pushed off him.

"Sorry about that," Peter said.

"Its okay."

"Listen. I just want you to know that our date means a – lot to me and I hope that you and I can really -- really enjoy ourselves."

Peter's eyes widened as MJ kissed him on the mouth.

"I'll see _you _later tiger," MJ said.

Peter touched his lips and then watched as MJ climbed out the window.


	13. Chapter 13: On the Other Hand

You're climbing the walls of your room in desperation as you look for the appropriate clothes to wear. In three hours, you'll be going on the biggest most special important date of your life. The boy in your life means everything to you and you want to show him how much. You pick out the most tasteful clothes you can find and file them aside as you get ready. Your anticipation for seeing him again almost causes you to burst out in excitement. Now, you hope he will be on time. Because you can't face another let down from Peter…

* * *

**ULTIMATE SPIDER-MAN #13 "ON THE OTHER HAND…"**

* * *

You see distant faces all around you. You hear voices calling you as you run as fast as your legs will carry you. The money satchel in your hand will pay for the fix your just aching for. If you just make it down the upcoming alley and through the back streets, you'll lose them. The sounds of mechanized whirring catch your attention and you look up just in time to be showered in Spider-Man's webbing. He takes the bag from your hand and pats you on the bare arm.

"Buck up. You'll have plenty to think about in the slammer."

He hands the satchel back to the bank and you stand their sulking as you now wait to be booked for bank robbery. You think about how such a dumb move you have made and how you wish you could make it go away, but as the police car pulls up the realization that its happening takes over. Where do you go now?

---

You feel the wind rushing up to your face as you swing from the rooftops on your cable line. Your platinum blonde hair blowing away from your face as you grab hold of a ledge and climb up to retract your line. You walk across the ledge like a nimble cat and climb inside of your apartment, shutting the window behind you. You peel off your black top and make a quick change. The daily news plays and speaks about your latest exploit. You smile and stretch your legs as you linger over the couch. A special report about a Spider-Man sighting comes on and you turn up the volume.

"--ust moments ago Spider-Man foiled a bank robbery down here in Brooklyn. Many eyewitnesses are unsure of what to make of this development since the appearance of the masked vigilante almost a month ago."

You shut the monitor off and place both of your arms under your head. All you can think about is the eventual encounter between yourself and Spider-Man. Only then will the Black Cat sharpen her claws.

---

You wish things were easier, but they're not. You stand on your feet amidst a nest of vipers and every one of them is willing to kill you to take what you have. So you realize you have to make an example. The kind only the crime master could come up with. You make this decision knowing it will cost lives, but you're not worried about that. You're more concerned about how much longer you can hold onto to what you have. So what if a few hundred innocents die. It will be even more rewarding for your claim to power. You pour yourself a drink. Only the strongest stuff will do. You're in for the big time. You just have to hang on a while longer…

---

You wipe away the tears from your eyes as you look into the mirror. The rain distorts your reflection. Such beauty becomes waste doesn't it Gwen Stacy. It's been a long day and your tired, down right exhausted. Your feelings have been mangled and now they lay before you in a twisted pile. All you want to do is get home and eat a carton of cookies and cream ice cream. The light changes and you pull out only to be sideswiped. After that, everything goes black…

---

Distant voices call out to you. They tell to let go, but you can't. There's nothing below you to catch when you fall. It's too big of a drop. That's when you feel strong gentle arms wrap around your waist and you see the masked sticking to the building in front of you.

"Let go. I have you."

"A-are you sure?"

"Yes."

"A-all right."

You feel him pull you close into the safety of his arms and then it's a comfortable ride down to the street. He lets you down gently and all you can do is look at him and wonder.

"Who are you?"

"Who else? Your friendly neighborhood Spider-Man!"

He swings off and suddenly the streets, no the whole city feels a whole lot safer.

---

Darkness is everything around. Your blind, but you can't let that stop you. You feel the comfort of Kevlar micro weave against your skin. You twirl you billy club in your hand and search out for your guiding light. Taking the first step off your brownstone, you launch the grapnel and pull taut when it catches hold of a rooftop. Swinging over the city, you feel almost like a bird. You wish you could see it. However, right now you have some more important things to take care of. Namely, who tried to kill Elektra?

---

You wonder where is he. You have to know what's keeping him. You're nervous and downright jittery. You can't help feeling this way. It's becoming scary the more you think about it. What if he stands you up? What if he just decides that you're not good enough? What if…no, you have to get a grip. It's the only way you'll get through it Mary Jane. So you continue to wait. Patiently.

---

You tell yourself that such a ridiculous story can't be true. Who would believe that there is a giant alligator in the sewers? What kind of cornball would come up something like that? You climb through the filth with your patent spider-signal lighting your way. You don't see anything so far, but you do get these vibes of danger all round you. Like always you have no idea what the danger is. You just let your heightened reflexes do their work and don't ask the how's and why's. You pass a junction under Times Square and that's when your body tenses. Your spider sense is reacting to the area your in. Something's wrong. Something smacks into your back and you go crashing into the wall. You see the giant green scaled tail and leap out of the way just in time. That's when you see those eyes. Green moons on a scarlet background, like something out of a horror movie. Your side is slashed and you barely avoid the blow to your ribs. You see his teeth and you start to panic. Right now, you're trying to do everything, but panic. You unload almost two whole cartridges of webbing on this sucker and he tears through it like tinfoil.

"Your webssss are uselesssss against me just like you are."

He can talk. You didn't know he could talk and now your going batshit crazy trying not to be killed. Your coming to realize this isn't your everglades variety alligator. What it is or what it was doesn't matter now. Because your life is about to become nonexistent as the creature beats on you and outsmarts you at every step you attempt. You full into the slimy refuse beaten and bloody. The creature grabs his head and takes a glance at you before departing. You groan as you climb out of the sewer and attempt to make it home. Your pride is all but destroyed. You've been beaten and almost killed if the thing hadn't stopped for whatever reason. You're lucky to be alive. You pray now that you can recover and try to think of plan. You know it's your responsibility if something happens to some one because of that thing. You just hope that Mary Jane can understand.

---

Your mission is your focus. It completes you. You don't complete it. Your name is Marc Spector, but lately you're not so sure of that. You have been following the will of Khonshu the Egyptian god of vengeance. You believe yourself to be his eternal servant and his weapon. Yet is that what you really are? Or do you suffer from the history of mental illness that runs in your family. You push aside those thoughts as you dress in your garb as the servant of the Khonshu. There is much to be done and you're determined to do what must be done.

---

You have a feeling that just won't go away. You can't describe it in words. It's just something that gnaws at you like repressed guilt or sadness, even fear. You stand up and start to walk away hastily when you hear the sound of footsteps behind you. You take a glance over your shoulder only to see the bench that you're quickly leaving behind. Your fear elevates just a little, but you move faster. You tell yourself everything will be fine. Get a grip Mary Jane and you'll be fine. Won't you? Why do you keep looking back? You still hear footsteps and that terrifies you. You take one last step before turning around to see the horror in front of your pretty, green eyes then faint onto the sidewalk. What fate awaits you now?

---

You can't take another step. You're exhausted. Your body aches and you've lost blood. You need help, but Aunt May would freak out if she saw you like this. You look at your cell phone and press the memory button. You just hope that she's home. If not you may not make it.

---

You lie on your bed flipping through Teen Magazine and reading on the latest celeb gossip. Your heart flutters a bit at the sight of Aaron Carter when your cell phone rings. You pick it up and hear Peter's voice. He's frantic. You tell him to slow down. What he tells you defies what you can believe, but he sounds like he's hurt. He's breathing hard. You tell him where you'll meet him and grab your purse as you head out the door. You hope that he's okay and wonder if just maybe you should call MJ…

---

You walk inside of your house holding your head. The intense pain begins to subside. You take a deep breath and look at clock on top of your entertainment center. It reads twelve thirty a.m. Your exhausted and you can't remember much. The only thing that concerns you now is getting some sleep. Tomorrow you'll check on Billy, but right now, you lay on your bed and go to sleep.

---

Jessica arrives and you can see the panic on her face. She walks over to you and looks you over.

"We need to get you to a hospital, Peter."

"No! No hospitals. God, I can't take the risk of Aunt May finding out."

"Are you nuts! You're bleeding all over the place."

"I know, but you can help me. You know first aid from that class at the youth center. Just bandage me up and my body will do the rest…"

"I-I don't know. What if your hurt internally."

"…Look if it gets real bad then I promise…I will let you call an ambulance."

"Promise?"

"Yes…"

You can see the look on her face. She's not sure whether to believe you or not. You take hold of her hand and squeeze it. She lowers her eyes and nods. You allow yourself to relax and slowly pass out.


	14. Chapter 14: Nine Lives

You bolt awake and look around the room your in. Your hand instantly reaches for the mask that isn't on your face. Your top is missing as well as your pants. You have bandages on your waist, arms, and leg. You look to the sleeping form of Jessica, your best friend and smile as you stroke her hair. The pain in your body has mostly dulled. You only feel stiffness. You lean back in the recliner and rest.

**ULTIMATE SPIDER-MAN #14 "NINE LIVES"**

Your eyes are filled with tears. Your heart is heavy. You can feel the IV in your arm and the pain in your side. You look to the left and then to the right. You blink twice wondering why no one came, but the realization stares you in the face. The look of the walls makes you uncomfortable. You buzz for the nurse hoping for an extra dose of painkiller. If you could just sleep away your aches and pains then all the better. Nothing would ever make want to wake up again Gwen Stacey.

---

You slip on a shirt and gaze at the Persian necklace laying on your countertop. A smile crosses your face. You run a hand through your beautiful platinum blonde hair and purse your lips as you head out the door. A little sight seeing, a little shopping, and some R&R would do you good after a night out. However, you question why Spider-Man didn't show up but you push the thought aside. Because you know that when you're ready, you can begin the game of capturing Spider-Man in the middle of your little paws.

---

You pick yourself up from the floor. Your head's throbbing. You grab the aspirins and pop as many as three to four then lay down on the couch. After a few moments, your eyes burn and the burn spreads out through out your entire body. It's so painful that you let a deafening scream. By the time, your family made it down the stairs your too far-gone. The monster inside of you pushes you aside for control. With new instincts guiding your every move, you run out and dive into the sewers retreating to the only place that resembled home.

---

You sigh after reclining in the chair. You called your Aunt May and she chewed you out, but now she at least knows your safe. Your lie was as close to the truth as possible. You were on your way to MJ's date when things spun out of control, but now your crashing at a friend's place. You'll have to go home soon otherwise Aunt May will be too suspicious. You need a change of clothing since some one had to have found your websack of clothes after the webbing dissolved. But you wonder how and where. Jessica sat up from the bed. Her eyes focus on you and she grasped your hand.

"You feeling better?"

"Yeah. I'm feeling much better," Peter said with a warm smile.

It's a little white lie, but you **need** her to be strong for what you plan to do. You wonder what she would think about your plan to go back after that monster and do something about it. For now, its best she doesn't know. That she remains in the dark.

"I need a change of apparel. Uh, do you think you could find me something to wear?"

"Sure. I think my brother is – was about your size."

"Thanks."

You watch her go. Your mind wanders. You start to question yourself. You ask yourself if you really want to face down that creature again. You then wonder just how you will defeat it. You look at the clock and it rolls past eleven-fifteen. You look at your torn up costume and realize you'll need one of your spares. A battery of thoughts plague your mind and you think of Mary Jane. You start to linger toward the phone, but stop yourself. She probably hates you now. She probably thinks you stood her up. How would you explain it to her? How could you let her know that you didn't intentionally stand her up? All of those thoughts subside as Jessica reenters. She hands you a white T-shirt with a silver peace symbol that has blue highlighting and a pair of black pants, socks, and tennis shoes. You start to slip them on when you notice that Jessica is watching.

"Um, could you like turn around?"

"Oh, yeah."

After she turns around you hurry up and get dressed. The pain in your side flares up and you wince. Jessica turns to you with a worried look and makes a step toward you. You look at her and smile then sit down for a moment. She takes a seat beside you.

"Are you okay?"

"I will be. I heal faster then most normal people."

Jessica took hold of your hand and rubbed it and you look her in the eyes. Your speechless and don't know what to say. You clear your throat and bolt up mumbling for the words of your desire to leave.

"Um, I uh have to well. I have to go. Aunt May will kill me if I don't come home quick."

Jessica nods her head, "Be careful ok."

Her look of worry forces you to smile in order to try to ease her fears. You couldn't bare the thought of her worrying herself to death about you.

"I'll be fine. I'll see you later okay."

Jessica smiles, gets up, and hugs you. "See you later.

You hug her back then tuck you're your collapsible web-shooters into your pocket and head out.

---

Your head snaps back as you feel the sole of black leather against your face. Whoever this guy is you realize that he's good, but not as good as you are. No one can be as good as the devil of Hell's Kitchen. You twirl your billy club and it extends into a make shift escrima stick. You bash him in the temple and thrust kick him in the rib cage feeling a rib break. Shifting momentum from one foot to the other, you nail the man with your other foot and clip him in the chin. He starts to go over the railing, but you catch him by his belt and pull him over.

"Let's have a talk shall we."

Your voice is laced with menace and dripping with deadly sincerity. The man looks at you quivering in fear as you hold him over the railing. You let him jingle for a moment over the edge and he screams in panic then you pull him up.

"Ahhhh! All right, I'll tell ya whateva ya wanna know. For chrissakes, I didn't believe in the rumors about you. The goddamn Daredevil."

"Tell me who the Crimemaster is and what he wants."

"I dunno who he is. All I know is he's taken over all the mobs."

Your eyebrows rose in shock. You pull the man closer with your teeth bared and say through clench teeth, "I want to know when and where the next meeting is going down. Then I want you on the next plane trip out of my city. If you don't," You push him over the edge expressing your point. "I will show you a one way trip to hell!"

"R-right away man! Just lemme go!"

You let him go being mindful if he's trying to trick you.

"The next meeting will be at Sitwell Warehouse near the harbor. Tomorrow at seven thirty."

You listened closely to the rhythm of his heartbeat and his pulse. They were both steady. So believe him. You walk by him and nail him with a nerve strike in the back of the neck making sure that he won't be having any seconds thoughts while your taking your leave. Then upon climbing onto the railing, you leap back into the night.

---

Aunt May's expression tells you all you want to know. Not only is she pissed, but also she has that look of absolute worry on her face. You hug her back after she wraps her arms around you. You can feel her shaking. After she lays a peck on her cheek, she looks at you and her eyebrows narrow.

"How dare you worry me like that!"

"I'm sorry Aunt May…"

"That's all you can say is your sorry. Do you have any idea how I feel?"

"I-lost my cell-phone when I went over to my friend's place and time flew by so fast I --"

"--I don't want to hear it Peter! Your reckless behavior is worrying me. You seem to be hanging out with the wrong crowd. You stay out all night and end up falling asleep in class. You take unexplained trips without telling me where you went and then come back days later with these lame excuses. What am I supposed to think or do?"

"Aunt May, this has nothing to do with my friends."

"I think it does. Ever since you started hanging out with that Campbell girl is when your problems started. I don't know what influence she has on you, but I am putting an end to it now!"

"Aunt May!"

"Peter, you will listen to me. I am doing this for your own good."

"Jessica isn't responsible for my behavior!"

"Then who is? Hm? How about answering me this? If everyone jumped off a bridge would you do it?"

"Depends on what was at the bottom…"

"I rest my case."

"It was a joke!"

"I mean it Peter."

You lower your head feeling ashamed that your best friend has to pay for your responsibilities as Spider-Man. You look at Aunt May and walk past her into the house. You know she'll probably taking a nap soon so when she does you'll slip out and confront that Lizard creature. You hope you can make it up to Jessica later.

---

You heard the reports about the Lizard creature so now you're in the sewers with the right assortment of weapons to kill it. Your cloak theatrically flaps behind you as you trudge through the sludge and filth. If anything, only the Moon Knight can kill this creature. By completing this act of vengeance, you can resume your attempt at some rest. You cross the junction between east 14th and west 90th. You hear a loud growl and turn on your heel just in time to see green moons on the background of scarlet and that is when the quick rush of excitement runs through you as you dodge its tail and throw your crescents into its hide. Each crescent is tipped with poison. The creature begins to waiver on its feet. You go in for the kill when a web-line snatches your wrist. You look up and see the infamous Wall-Crawler of NYC crouched on the ceiling above you.

"What are you doing here?"

"Let's just say I'm a concerned citizen and despite my beef with the nasty reptile there I'm not into killing."

"Die!" Moon Knight said as he tossed Crescents at Spider-Man.

You dodge them letting your agility take over and your spider-sense. You shoot a big glob of webbing over the vigilante and he struggles to break free as he hits the sludge-ridden floor. The Lizard looks at you and slowly his skin color becomes lighter. He runs away and you follow him out while the vigilante that was trying to kill him is snared. Upon coming onto the surface, you find what is slowly becoming a normal human and you recognize him from the Scientific America journals. It's Doctor Curt Connors, the famed mutagenics researcher. You pick him and then your spider-sense blares just as something hits the ground and blows you and Connors from your feet. You look up to see the vigilante is free and has his sights set squarely on you. You leap to your feet and attempt to drive him away with a flurry of acrobatics, but he meets your efforts with a series of precise martial arts wizardry. You back off and look at Connors. His color turns from a pinkish shade to a paler shade. You fire a web-ball that blinds the vigilante, grab Connors, and swing off into the night.

---

You try to contact Peter through his phone upstairs in his bedroom at his Aunt's house, but no one picks up. You start to worry that he got into trouble or something worse. Suddenly there is a rattling at your window and you see Spider-Man hanging outside your window with some one in his arm. You open the window and wrap your arms around his neck.

"Your okay!"

"Yeah, but no time for that now. This man needs your help," Spider-Man said.

"What's wrong with him?"

"I don't know I was hoping you could tell me."

"Peter I've only had first aid training. I'm not a certified doctor or anything."

"Does your dad still have his laboratory downstairs in the basement?"

"Yes, why?"

"Meet me down there."

You jump back out the window with Connors in your arm and swing around back. Once Jessica lets you into the basement, you lay Connors down and look over the available equipment.

"Luckily your dad is a doctor and a fellow scientist."

"Yeah, but your not."

"I know, but I'm smart enough and familiar with the equipment to figure out what that freak in the hood did to Doctor Connors."

"Doctor Curt Connors?"

"You know him?"

"Like yeah. My dad and him are best friends. I used to baby sit his son."

"Now you tell me…"

"Well you never asked," Jessica snapped.

"Sorry."

"Its okay. You think you can save him."

"I hope so."

After saying that, you go to work and pray that you can save the leading researcher in mutagenics.


	15. Chapter 15: Maximum Authority Pt 1

The idea seemed almost ludicrous to him at one time, but Peter always had this sneaking suspicion that everything that has happened to him to this day was result of Oscorp and its founder Norman Osborn. After his brief encounter with Osborn and the two days, that he went missing Peter became convinced that he wasn't just paranoid. Whatever Osborn did to him had created a strain on his relationship with his Aunt May and MJ. While doing research on a cure for the poison that was flowing through Doctor Curt Connors system, he found something that cemented his fears and it made him realize how dangerous Norman Osborn was. Peter looked over to Jessica who was asleep in the couch then looked back at the monitors, which displayed Doctor Connors blood and compared it to his own. It appeared Connors had a similar genetic mutation to his. The only difference was that the mutation in Doctor Connors DNA had brought about a full reptilian transformation. His fingertips danced across the keyboard as he thought of the right way to phrase his question to the diagnostic system.

_: Prioritize possible cures for condition of test subject._

_: Accessing…Prioritizing failed -- Insufficient data on unknown elements in DNA strand._

Peter rubbed his head then typed something else.

_: Prioritize possible cure for poison and temporary genetic blocks on mutation._

_: Prioritizing…Process completed -- two possible cures for poison found and over thirty-six types of genetic blockers._

_: Print formulas._

Peter turned to the printer and tore off the printed out copies of the formulas. He was aware of several of the chemicals that were required. The problem was he would have to break into the school science lab to get some of the ones needed for the genetic blocker. The rest were here in lab that belonged to Jessica's father. He slipped his mask on and snuck out.

* * *

**ULTIMATE SPIDER-MAN #15 "MAXIMUAM AUTHORITY PART I OF IV"**

* * *

Norman Osborn sat along with other backers of Taylor Foundation waiting for Dwayne Taylor the C.E.O. to let them know of the foundation's progress on the construction of the new Multiplex headquarters, which would serve as a home to their joint ventures. Dwayne rubbed the bridge of his nose before commencing the meeting.

"I have to sadly report that the Multiplex construction is behind schedule and will not be able to move into its new headquarters until six weeks from now."

"That is unacceptable Dwayne. You know that Justin Hammer, myself, and the others on the board put a lot of money into your foundation and helped you turn your father's small research and development firm into the fourth largest in the world," Norman said.

"I know. We just need mo--"

"I'm afraid time is a luxury you don't have Dwayne. If you cannot get the Multiplex headquarters active with in the week, then we will withdraw our support for your company," Justin Hammer said.

Dwayne fell silent and the backers took that as a notice to leave.

---

Streaking through the skies was a yellow and blue comet with a red starburst pattern on his helmet. His eyes glanced down below at the city and then turned upward at the distant object he was headed towards. It was perhaps one of the largest buildings in the city, but it also contained some of the most advanced equipment around. The young man flew inside through the secret access port faster then any normal eyes could perceive and upon landing, he was tackled by a blond haired woman in a green bikini.

"Richard! Your back!"

"Whoa, Nita you nearly took me through the floor," Richard said as he hugged her tightly. "How's my favorite girl?"

"Fine. How are you doing?" Nita asked.

"The usual. Busting heads and making sure the galaxy is safe."

"Same old Richard Ryder full of himself."

"Same old Nita," Richard said as slapped her on the behind, "Perfectly _fine_!"

"You'll pay for that Richard!"

"I know. Where are Dwayne and the others?"

"Dwayne's still at the office. Justice and Firestar are helping the authorities with a hostage situation. Robbie got grounded…again."

Richard chuckled. "He seems to get grounded a lot."

"I know. So what brought you back here?"

"I'm on vacation of sorts. Since being given the last remnant power of the Nova Century I haven't had a break from every cosmically powered nutcase who wants to rule the galaxy."

--_Note: Ultimate Nova's origin is different then the 616, this means there is no Nova Corps or Champions of Xandar crap. Nova is the only cosmic hero in my Ultimate universe so far. –_

"Well I'm glad your back and I hope that means we can have some alone time," Nita said as she ran her hand across his face.

"You read my mind babe."

The two lovebirds took the elevator to the living quarters located on the thirteenth floor.

---

Spider-Man slipped through the window of the science lab and made his way to the chemical cabinet. After appropriating the right chemicals, he started for the window when he saw that some one else was inside the school. He leaned against the wall and scooted up to the ceiling as someone walked in. From what Spider-Man could tell, the man was taller then he was, but he wasn't the security guard who usually wandered the premises. Spider-Man could almost feel his spider-sense buzzing from the disturbing vibes he got from the man. Rather than waste time Spider-Man snuck out while the man was heading back out.

---

Dwayne unfolded his arms as the elevator stopped on the penthouse floor of the Ambrose building. He walked inside the penthouse passing by the ancestral shogun armor to his left and the glass display of ancient katanna blades on his right as he headed straight toward the massive computer console at the far end of the penthouse. He took a seat in the leather roller chair and started tapping into the mainframe. Several different windows popped up and he played them all at the same time while he activated the communications frequency to summon the other Warriors. A large window expanded over the several mini-windows and showed the Oscorp emblem and access denied. Dwayne looked to the elevator just as it pinged and Richard and Nita strode out. Richard had his helmet off letting his short spiked brown hair stick out. He was wearing his Nova uniform that signified him as the last Nova Century of this universe. The Nova Century's were cosmically powered champions who were chosen by fate to wield formidable powers to battle menaces through the universe. Because such power could be destructive in the wrong hands and the idea of numerous Nova Century's running through galaxy conquering and plundering, fate ordained that only one Nova Century can be present at a time. Dwayne turned his chair to the two and his mind wandered for a moment, as he still felt unsure about having teammates. He knew Richard to be a bit reckless and head strong which made controlling him that much more difficult. Nita was easier to manipulate because she was cloned from a peculiar life form that SHIELD had found frozen several miles away from where they found Captain America. She was very naïve to humanity and didn't know much about deceit and manipulation. Dwayne hoped that Richard wouldn't have too much influence on her.

"What's going on, man? Why call us up here? Something going down?" Richard asked.

"Yes something has been going down. Since it has gotten way past the point of waiting for him to make a mistake," Dwayne said as he brought up a picture of Norman Osborn its time I let you and others know that I have been trying to expose the illegal machinations of Norman Osborn."

"Whoa."

"Who's Norman Osborn?" Nita asked.

"A billionaire with a company that has its hands in a lot of businesses both legal and illegal," Dwayne replied.

"Why hasn't anyone stopped him?"

"Because no one has gained enough evidence to bring him down…at least not yet. I'm planning on breaking into Oscorp tonight and I'm going to need you and the others to track down this character," Dwayne said as he brought up Spider-Man's picture.

"How does he fit into this Dwayne?" Richard inquired. "He looks awful scrawny to be working for Osborn."

"Oh he's a lot more then he seems. I think he's the result of something Osborn has been working on."

Justice and Firestar flew in and Dwayne spent a few moments to explain to them what he told Richard and Nita.

"What's a matter Vance? You okay?" Richard asked.

"This is wrong. Breaking into Oscorp without any kind of proof will only bring all kinds of bad publicity down on us. Already our reputation is worse then those Excalibur and Force Works _wimps_."

"If you don't want to help Vance that's fine. I can do this myself," Dwayne said flatly.

"C'mon Vance, honey, if he really is doing something wrong we'd be better off finding evidence to stop him now then later."

"I know Angelica. That doesn't mean I have to like it."

"Are we set to go?" Dwayne asked as he slipped his Night Thrasher armor on.

"Yeah…"

"Good."

---

Peter landed on the basement doors and eased himself inside. When he came down the stairs, he found Jessica awake and caring for Dr. Curt Connors. He sat his web-sack down, rummaged through the chemicals, and quickly went about whipping up the anti-toxin. Jessica went over and sat on the couch. Her eyes drifted to Peter and her lips parted as she started to speak.

"Why…"

"Huh? Why what?" Peter said absently with his head was turned to her for a moment before he returned to his work.

"Why do you help people?" Jessica ventured.

Jessica could see the question caught Peter off guard. He lowered the vial into the chemical mixer and turned to her with his eyes showing a tinge of pain.

"I just…"

Peter fell silent for a moment. His mask seemed to reflect the moon's light in a way that showed the regretful look on Peter's face.

"Responsibility," Peter finally said. "Its my responsibility."

"I -- don't understand."

"My Uncle Ben…he used to say that when you have a gift like mine it was a tremendous power that has its own set of burdens and it was our responsibility to use our power, our gift to help other people. That's our burden to help other people. W-when he died those were his last words."

Peter wiped away the beginning wisps of tears and Jessica lowered her head.

"I didn't know. H-how did he die?"

Peter sniffed and cleared his throat. "He was killed by a mugger who was my age. That's when I realized that my power had to stand for something. That I couldn't waste it on my whims of fame and fortune."

"I'm sorry Peter," Jessica said. Her face was now filled with remorse and she was starting to tear up.

"It's – Its okay. I deal with it."

Peter went back to his work and Jessica sat there watching her best friend wondering how he could possibly endure everything he was going through.

---

The security director fell to the floor unconscious and his men hit the ground moments later after the quick and effective strikes of the Night Thrasher. Night Thrasher ran the schematics of Oscorp through his HUD display and ran at an inhuman pace thanks to the exoskeletal muscles contained with his suit. He turned down a large hallway to the research and development room then made his way toward the elevator that led to Osborn's office. With the mini-jack contained in his right wrist, he deactivated the security lock and rode the elevator up to Osborn's office. A quick survey of the area showed that Osborn was not there. He made his way in and started going through the man's files when he heard mad cackling. He leaped out of the way as a scalloped jack o' lantern landed at his feet and exploded.

"Are we having funny yet?"

"Whose there?" Night Thrasher asked. He switched scanning frequencies to ultra sonic and picked up a jet engine. He turned just as another jack o' lantern came at him and using his enhanced speed he again avoided the explosion. He pulled out his escrima sticks from their secret compartments in his hip-plates and spun them around waiting for his attacker to show him or herself. When the sound of the jet engine came closer to his direction, he tossed one of his sticks and it smacked against a figure hovering outside knocking them into a tailspin.

Night Thrasher started toward the window when he saw a six-foot tall green goblin hovering below him and he was blasted from his position near the window and fell into the river below. The Green Goblin laughed maniacally as he passed around the spot several times before flying off. Night Thrasher emerged further upstream and looked back at Oscorp scowling at his defeat.


	16. Chapter 16: Maximum Authority Pt 2

The early morning light streaked in through Peter's window and woke him up. He leaned up, rubbed his eyes, and hopped out of bed for a quick shower. He came racing out a few moments later and slipped on a fresh costume and his web-shooters. Before heading out he made sure that he had a full stock of cartridges on his belt and in his web-shooters. He pulled up the window and climbed out with his thoughts drifting to the discussion that he had with Jessica last night. He closed the window behind him and shook his head. How many more lives would be ruined because of Osborn. Just how far did his responsibility extend. It seemed like there would be no end to his misery. Spider-Man fired a web-line and swung off toward Jessica's house.

* * *

**ULTIMATE SPIDER-MAN #16 "MAXIMUAM AUTHORITY PART 2: SINS OF THE FATHER"**

* * *

Osborn pulled his mask off and walked through the secret lair located beneath his mansion with a smirk on his face. He looked to the large computer console that was tied into a separate power supply from the rest of mansion's electrical grid and brought up the attempted infiltration of his private database. The data tracker traced the hacking attempt from the Ambrose building, which was owned by Dwayne Taylor. Osborn chuckled and pressed a button that buzzed in a man who wore a yellow and red suit with a yellow fist against a black circle. Osborn turned to the man and tossed him a data jack.

"Go to the Ambrose Building and kill Dwayne Taylor. Once your finished with that then I will consider funding your war."

The man smiled and flew off on a jet of flame.

---

Jessica was about to head down into the basement when she heard a thump behind her and she jumped. She spun around saw Peter behind her in his Spider-Man costume and wrapped her arms around his neck and after letting go of him she playfully punched him in the arm.

"Thanks for scaring me half to death."

"Sorry."

"That's better. You think Doctor Connors is alright."

"I hope so."

"Let's go check on him."

Jessica started to open the doors when Peter sensed danger and tackled Jessica out of the way just as the Lizard ripped through the basement doors. Both of them look up startled, as the Lizard was in mid-transformation.

"Jessica, quick get the formula with the green label on it!"

"But--"

"Now!"

Spider-Man leaped over the Lizard as it charged his way. His lashing tail crashed into the hero's back sending him spiraling across the lawn and coming to a thud against the porch. Climbing to his feet, Spider-Man fired webbing into the Lizard's eyes and leaped behind him where he caught hold of his reptilian foe's tail and sent the monster sailing across the yard. The Lizard crashed into a picnic table near the doors that led to the basement. Spider-Man leaped into the air and caught the Lizard just as he lunged at Jessica who walked out from the basement with the formula that the web-slinger had sent her for. He wrestled with the creature and found himself quickly losing ground to the Lizard's superior strength. He fell to his back and sent the Lizard sailing into the air for moment before crashing hard onto the lawn stunned. Spider-Man grabbed the formula and pounced on the Lizard while he was stunned and poured the serum down his throat and after some thrashing about on the lawn. The Lizard turned back to Doctor Curt Connors.

"Whew," Spider-Man said.

Jessica ran up behind Spider-Man and hugged him from behind, "Your okay!"

"Yeah, what about you?" Spider-Man said as he ran a hand across hers.

"I'm – okay," Jessica said

Spider-Man realized what he was doing and left her embrace. They looked at each other for a few moments when the distant sounds of sirens drew near. Spider-Man hoisted Doctor Connors over his shoulder and took off just before the cops arrived.

---

Nita, Nova, Justice, Firestar, and Speedball were coming the areas that Spider-Man was usually seen at and so far, they were having very little success. Speedball hopped up on top of light post and surveyed the area while Nova, Nita, Firestar, and Justice flew above.

"Well he hasn't shown himself yet," Justice said.

"This is pointless. We won't find him like this," Nova said.

"I don't see you coming up with better ideas Rich," Speedball teased.

"Keep it up bubble boy and you'll be skipping across the Atlantic."

"I'd like to see you tryyyy," Speedball laughed as he sprung off down the street.

"C'mere You little runt!"

"Knock it off guys!" Justice said.

An explosion erupted in the distance and the Warriors looked for the origin point. Nova saw the smoke coming from a familiar building with his enhanced sight and he instantly recognized what building it was.

"It's the Ambrose building! Someone's trashing our HQ!" Nova said.

"Let's go!" Justice said as he led the team back to their headquarters.

---

Norman walked from his private bathroom just in time to see his son walking down the hall with a boy he had never seen before. He took a step back and lurked in the shadows watching the interaction between his son and this other boy. The boy handed Harry something and Harry handed the boy back some cash. The boy wiped his nose, smiled, and ran exited through the front door. Norman strode down the steps and with a towel wrapped behind his neck. He glared at his son who had dope in his hands.

"So you come right of that hell just to go back to your old ways," Norman said with his eyes narrowed in the direction of his son.

"Its like you care," Harry responded.

"God forbid that I care if my son becomes a crack fiend. Go ahead and lose yourself to this filth, but you won't do it my house. Pack your stuff and get out.

Harry glared at his father with a deep resounding hatred for the heartless and callous man he was. He then turned to the door, opened it, and departed.

Norman recomposed himself and stormed into his study.

---

As soon the Warriors entered the Ambrose Building, they found some clown in a red and yellow costume torching the place. Night Thrasher was kept at bay by the energy field that surrounded the villain, but that didn't detour Nova as he flew straight in and socked the pyromaniac sending the villain crashing into a far wall.

"Ow! That hurt!" The man said. "But that won't stop me from causing a revolution! Firebrand will be a name you fools won't forget!"

Speedball bounded in front of the others and scratched his head, "Is this idiot serious?"

"Let's take him," Night Thrasher said.

The Warriors assaulted the villain with a six-prong attack that kept him backed against the wall, but Firebrand pushed them back with an intense burst of thermal plasma. Justice hastily created a telekinetic barrier that took the brunt of the attack while Nova and Nita swerved around the barrier and hit Firebrand from both sides. The two blows resounded across Firebrand's chin and sent him backwards into the rebounding heels of Speedball. From there, he crashed into Night Thrasher's fist and hit the floor unconscious.

"That was easy," Justice said.

"Yeah, but the HQ is trashed and my secrets have been compromised," Night Thrasher replied.

"You can always rebuild it," Speedball said. "As for this guy he doesn't look like some one that has a good memory after what we did to him."

Dwayne removed his helmet and ruffled Robbie's hair. "You guys did good."

"Appreciation from the Thrash-Man? A first," Nova mockingly commented.

Dwayne shot him a glare and walked off.

"I don't know about you guys, but I think we can call it a day," Rich said as he removed his helmet and headed to the elevator.

The others followed with Justice carrying Firebrand in a telekinetic bubble.

---

Peter pulled his mask off, slipped back into his room, changed into some civvies, and headed downstairs. He had dropped off Doctor Connors off at his home and left his wife with his notes on the genetic blockers on which to halt and temporary reverse his transformations. After rounding the steps and coming down to first floor, he saw Aunt May in the kitchen with someone. Peter walked into the room and found Director Fury sitting with Aunt May with a mug of coffee in his hands. He smiled at Peter and sat his mug down.

"Hello Peter," Fury said while acting like it was their first meeting.

"Peter, this is Colonel Nick Fury. He's the Director of SHIELD and he was man that your parents worked for," Aunt May said.

Peter walked around the table with his hands his pockets and averted Fury's gaze. He opened the fridge, got out a carton of orange juice, and grabbed himself a glass off the clean dish rack.

"So when were you going to tell me?" Peter asked.

"I couldn't Peter," Aunt May half-heartedly replied.

"Your parents had a lot of enemies and it wasn't a good idea that their enemies knew they had a son. So we swore your Aunt and Uncle into secrecy and set themselves up with this place."

"Can I talk to you outside," Peter said as he looked at Fury.

Fury sat down his coffee mug and followed Peter outside. Once they were far enough out of eyesight and earshot Peter spun around, snatched Fury by the collar, and lifted him off the ground.

"What are you doing? Did you tell her about my powers?" Peter said in impatient tone. "Answer me!"

"I'd advise you to put me down Peter. Three snipers are planted in secure positions around this block and right now you're in the sight of one of them."

Peter felt the disturbing sense of danger from the back of his neck and lowered Fury to the ground gently. Fury adjusted his collar and got in Peter's face.

"You think your hotshot because you got powers, but you haven't seen the kind of shit I can bring down on your head. If you fuck with me I will bring the weight of the US Government down on you and your Aunt's heads and there won't be a hole deep enough for either of you to hide from us," Fury said. "Now, I want you to come in when you are not wasting your time in spandex and let my scientists perform a physical on you. We want to test the extent of your abilities."

Peter reluctantly nodded his head.

"Good. Oh and we are taking care of Doctor Connors," Fury said as he turned his back to Peter and started to walk off. "Good care…"

Peter's face was ridden with shock and his hands clenched into fists as he wondered what he should do now.


	17. Chapter 17: Maximum Authority Pt 3

Tiny pin sized rain drops fell from the heavens and splashed down amidst a puddle in the front driveway of the Parker's residence. The ripples of that pond reflected the mood of the young man who dwelled in his bedroom upstairs. Among the scattered parts laid before him was a SHIELD reconnaissance drone. Peter had taken it apart and was examining its insides to see if it possessed any deadly armaments that could threaten his Aunt's safety or that of his friends. The few friends he did have. Jessica right now was the only girl that understood him and he was unable to go to her because of the problems between him and Aunt May. He never felt more alone then he is right now. So he threw himself into his work. Trailing every piece to its connecting part until he had some idea of how it worked. Several moments were spent in studying every piece and memorizing their function. Upon finishing his inspection of the drone, he slid the parts off into a basket that he had taken from the basement. He had a feeling Fury would be bugging him about the missing drone or having some snoop around the house for it. To that end, he needed some protection for the house, which would prove hard on devising. It was without warning that Peter's spider-sense flared and as he turned around in his chair a yellow light flashed before his eyes causing him to black out.

* * *

**ULTIMATE SPIDER-MAN #17 "MAXIMUM AUTHORITY PART III OF IV: FAIR WARNING"** **

* * *

**Peter blinked twice before fully opening his eyes and staring straight at him was Colonel Nick Fury. To the Colonel's left stood a woman with light brown hair and blue eyes. She examined Peter closely and much to his dismay, he couldn't do much to get away from her scrutinizing gaze. 

"He seems quite ordinary to me. Are you sure he's an SPB?"

"I'm quite sure Doctor McPherson."

"What am I doing here…again?" Peter asked. He was groggy from whatever that light was that hit him, but he could feel himself becoming more wide awake by the moment thanks to his powers.

"You were supposed to show up for our tests. I gave you the location and time to be there. You never showed. So I had Black Widow apprehend you."

Peter gazed at the red haired spy and turned away. "I was busy helping a friend."

"Ah, yes. Just after, we had our meeting one week ago. You took it upon yourself to try to free Doctor Connors from our custody. It was a very dangerous stunt you pulled that nearly cost my men their lives. Don't _ever _pull that stunt again…"

"Whatever…."

"He seems to have a defiance disorder."

"Nah, Doctor. He's just your typical teenager. They're all like this."

"Pardon me for interrupting your private chatter, but you mind telling me when you're going to let me go?" Peter asked.

"When you complete the tests or rather I should say test we have in mind for you. For this we designed a little black number that will aid you where you're going."

"And just where am I going? You do realize my curfew is at ten."

"Wakanda."

"Wakanda?" Peter said. "But that's in Africa."

"You don't have much of a choice son. Its either Wakanda or you can tangle with a dear friend of mine," Colonel Fury said as switch on a monitor showing Doctor Bruce Banner -- the Hulk. "Which is it going to be?"

"Wakanda it is then…"

---

It was twelve hours later and Peter was aboard a military stealth jet with Janet Van Dyne the Wasp as his field coordinator. Peter had looked out the window since they took off annoyed by his current situation. Janet came into the back and he looked at her and stood up.

"I thought Fury couldn't touch me until I turned eighteen," Peter said with frustration in his voice. "I mean what am I supposed to do once I land on Wakanda soil. Share a dance with the wild life."

Janet Van Dyne handed him the knapsack with the black costume inside, "I know you don't trust Nick, but he does have the best intentions in mind. People like us have to be responsible for our powers and the damage we cause," Janet said. "As for what you're going to do is quite simple. We want to see how far you can get before the Wakandians very own superhuman protector the Black Panther captures you."

"Are you crazy lady? He threatened my life and my Aunt's life. I could care less about this Black Panther guy."

"Peter, listen to me. You have powers that are extremely dangerous and could put innocent lives at the risk. Nick will do whatever he feels he has to in order to keep order. That includes making threats. Just tough this out okay?"

"He isn't the boss of me," Peter grumbled. "Just because he doesn't trust me with my powers doesn't mean I should cow tow to his every desire. I'm not an errand boy and I'm not a lackey. I didn't want any of this. I only do it because…"

"Because why?" Janet inquired.

"Because…it doesn't matter. I just want to get this over with."

"Okay let me brief you on your black costume -- The fabric is made of a special sensor-weave that automatically adjusts the amount of light that reflects off your costume making you invisible in the dark," Janet said. "Your web-shooters contain over thirty dozen web cartridges utilized with a Pym Particle delivery system. The system releases the cartridges from miniature storage containers contained on each wristband and sprays them with growth particles. After that, the cartridges are then locked and loaded into the web-shooter."

"Amazing," Peter said. "The cartridges are so much smaller then the ones I use."

"Thank Hank. Once he figured out how your web-shooters worked it didn't take him long to make some improvements."

Peter nodded his head.

"The last two pieces of equipment is the tracking device located in your belt so we can keep track of you and the comm. link in your mask. We should be arriving at the drop point soon. So you better get ready."

"Drop point?" Peter said as he slipped on the black mask. "You mean we are not landing."

"No, we'd be violating Wakanda's temporary truce with America if we did. Now hurry up."

"This just isn't my day," Peter said with an exasperated sigh.

---

Deep with in the heart of the artificial forest of Wakanda where the great Panther tribe dwells, King T'Challa watched the black-garbed figure descending from the American plane. His brown eyes narrowed and he stood up from his throne. His security chief started to scramble the soldiers of Wakanda, but T'Challa motioned him to delay that order. He wanted to see how far the American could get with in the treacherous jungle and the vaunted defenses constructed by Wakanda's best scientists.

---

Spider-Man hurdled toward the ground and with a swift depress of his palm trigger a web-line shot out and snagged a tree limb sending him swinging like Tarzan across the jungle. An arrow shot out and snapped his web-line. Rolling with his descent, he caught a sturdy tree branch and flipped on top of it. From there, he looked around letting the tingling in the back of his skull guide him to his attacker. Two more arrows shot out from the bushes below and Spider-Man somersaulted out of their path. He dropped down in front of the arrow launcher that had attacked him and smashed it with his fist. He looked around, as the tingling sensation grew more intense. A steel trap sprung from beneath the web-slinger and would have crushed him if not for his vaunted super-strength. With muscles enhanced by a genetically altered spider, Spider-Man slammed the trap close. Taking a moment to catch his breath, Spider-Man was about to resume when Janet's voice crackled on his inner ear mic.

"Peter be careful your nea-- crrrrackkkkllllllle"

"Janet?" Spider-Man said as he tapped his inner ear mic.

Darts flew through the air and Spider-Man corkscrewed in the air to avoid them. When he landed, he found several Wakandain warriors coming his way and upon sizing them up, he charged at them with burst of speed. At first, the warriors were surprised by his speed and agility, but then they started using the devices they carried which affected Spider-Man's equilibrium. The wall-crawler crashed to the ground unable to tell up from down or left from right. His head was swimming. Everything seemed to be spinning and it felt like he was going to black out. Feeling the tingling sensation at the base of his neck guiding him the right way, Spider-Man shot upwards and rooted himself to bottom of a tree limb and shot wildly with his web-lines snatching and smashing the Wakandians weapons. When the effects of the devices stopped Spider-Man dropped to the ground, snared them all in a giant web, and left them there as he marched toward the artificial jungle.

---

King T'Challa strode to the giant panther statue located in the great hall and a hallow mechanical voice greeted him.

"Welcome King T'Challa."

"Computer input password Legacy."

"Password Legacy accepted."

A thin rounded drawer opened just beneath the panther statue revealing a black costume inside. T'Challa pulled the costume out and slipped it on. When he turned around his security chief and guards bowed as he walked by them in the garb of their chosen protector -- the Black Panther.

---

Spider-Man came through the thicker parts of the jungle and found himself in the midst of a clearing that spanned for at least a mile in all directions. He walked along the clearing when a familiar tingling sensation alerted him to danger. He cartwheeled out of the path of a glowing dagger, which burned a deep cut into the ground. Looking up he saw a man in a black costume with small ears on the top of the mask. The man glared at Spider-Man and slowly pulled another dagger from his boot.

"Who are you and what are you doing invading my country?" the man asked.

"Would you believe I took a wrong turn at Albuquerque?" Spider-Man said sarcastically.

The man throw the dagger at Spider-Man and the web-swinger jumped out of the way, "I guess I will take that as a no."

Flipping across the plains, Spider-Man took to the air hoping to spring down upon his opponent and thus ending the fight before some one got hurt. Yet, as he came down the man in the black costume grabbed Spider-Man's heel and swung with the momentum sending the wall-crawler clear across the field. Spider-Man rubbed his head while clumsily getting to his feet. And with his back turned the man in the black costume now had an opening he needed to end this fight. He leaped at Spider-Man and locked the hero in a modified sleeper hold. Spider-Man struggled with his foe, but found the man to be nearly his equal in strength. Driving his head back, Spider-Man smashed the man's nose allowing him the brief moment to free himself from the modified sleeper. He followed up his dislodgement of his opponent with a spray of webbing that glued his attacker to the ground.

"Now its time for me to ask the questions," Spider-Man said as he removed the mask from the man's head. "Your—"

"I am King T'Challa leader of the great Panther tribe and the king of all of Wakanda. You have made a serious error in invading my country."

"Whoa, whoa hold on there a moment. I didn't come here to cause any trouble man. I'm merely lost."

"You lie! I saw you jump from that American plane. You think you can deceive me so I will allow the Americans to invade my country – never!"

"Look, I didn't come here of my --"

The sounds of a chopper grabbed the attention of both King T'Challa and Spider-Man. Out walked Nick Fury and two soldiers. He walked up to King T'Challa and freed him then bowed.

"I am sorry King T'Challa. This man is a criminal that we were escorting back to the states and he escaped the custody of my best men. I apologize for his invasion of your land and I will see that he is properly taken care of."

King T'Challa eyed Nick Fury before glancing at Spider-Man who was going to protest what Fury had said when he was injected with a navy blue chemical that caused him pass out in one of the soldiers' arms.

At first T'Challa seemed unconvinced by Fury's words, but then he motioned them to leave.

---

Peter woke up in his room with the black costume gone and so were the web-shooters that Fury loaned him. He hopped out of bed and walked over to the clock on his dresser. It read seven – thirty a.m. Peter scratched his head when Aunt May peeked inside.

"Peter, are you okay? You were all quiet yesterday and didn't come down for supper."

"Yeah, I'm alright Aunt May. I was just studying for a science exam."

"Well do let me know you are all right from time to time. I worry about you."

"I will Aunt May. I think I'm going to get some more sleep."

"Okay dear. I'll be heading back to bed myself."

Once Aunt May was out the door Peter checked his bedroom out because he was now paranoid, that Fury had other means of spying on him. Finding nothing, he hopped back into bed and pulled the blanket over him. His thoughts began to linger on how Fury was able to keep Aunt May in the dark about where he had been. As he rolled over he noticed a small disk shaped device. Pressing a switch beneath it activated the device and hard light hologram of Peter asleep appeared next to him. Peter touched the hologram and felt how solid it was. It was almost too real to behold. The image suddenly shifted to an image of Nick Fury floating above the bed and he turned to Peter.

"I want to thank you Peter for surviving our test. Now I have an idea just how well guarded Wakanda is and just what you're capable of. For now enjoy your free time and I'll be in contact again."

The hologram disappeared and the disk shorted out. Peter simply stared at the disk wondering what else life was going to throw at him.


	18. Chapter 18: Maximum Authority Pt 4

"Get a grip MJ. I'm sure that Peter had a good excuse for not making your date," Jessica said.

MJ leaned back in the stool and looked around the Pizza Plaza they were eating at before returning her glance to Jessica. "Jessica. Is there something going on between you and Peter?"

"W-what? What do you mean?"

"I don't know. It just seems like he spends a lot of time with you and ignores me."

Jessica brushed a bang away from her face, "Peter and I are just friends MJ. Close friends. There's nothing more to it then that."

"I suppose your right. Still I wish I know why he hasn't called me to let me know why he didn't show up."

Jessica looked at the television, which showed Spider-Man battling a flying man in a green costume, "I'm sure it's among his top concerns…"

* * *

**ULTIMATE SPIDER-MAN #18 "MAXIMUM AUTHORITY PART IV OF IV: CRAZY FOR YOU"**

* * *

Spider-Man leaped through the air dodging the razor sharp wings of his ersatz avian opponent. Springing onto his palms, the hero launched himself into the air and right on top of the villain's back.

"You know pal your really starting to be a _pain _in the neck," Spider-Man said as he slammed his forearm into his foe's neck.

The two super-humans came hurtling toward the street below when Spider-Man wrapped both legs around his opponent's waist and fired a web line that sent him sailing upward. Stopping by the nearest police station, Spider-Man dropped off his foe and saluted the police officers before taking off.

---

MJ played with her straw as she sat there listening to music play. Jessica was refilling her drink when Flash Thompson walked in. MJ turned away from him, but that didn't dissuade him from taking a seat next to her.

"Hey MJ."

"Hello Eugene…"

"I haven't seen you in a while. Where have you been?"

"Avoiding you Eugene…"

"Listen, MJ. I know that I acted like jerk, but," Flash said as he ran a hand across her shoulder, "Can't we work our problems out?"

"Our problems?" MJ said. "It's your problem, Flash. I don't want to sleep with you. Get that through your head."

MJ started to walk off, but Flash grabbed hold of her arm, "MJ wait!"

"No, there is no more waiting Eugene. We are through."

MJ stormed off and Flash sat back on the stool distressed.

---

Peter rushed back into the classroom just as the teacher was coming to dismiss those who had gotten detention. The other students who were serving detention were either asleep or too busy doing their homework to notice Peter getting into his seat and hunching down. As soon as the teacher came in, he looked at his watch and dismissed the students. Peter sighed with relief and started to leave when he felt a hand on his shoulder. He gulped and turned around to find Liz Allan behind him.

"Eh hi Liz."

"Hey Peter. I didn't know you got detention."

"Yeah, well I was tardy for a week in a row."

"Ouch. That sucks. I got detention because I fell asleep during history class."

"That doesn't sound so bad."

"Well it wouldn't have been if my snoring hadn't disrupted the teacher's lecture."

"Oh."

"Hey that reminds me. Have you met Norman Osborn's son Harry?" Liz asked.

"No, I can't say that I have," Peter replied.

"Well come on. I'll introduce you to him. He's a really sweet guy."

"All right," Peter said.

---

Dark obsessive eyes stare at recent newspaper clippings pinned to the billboard of the NYC bus station. These eyes belong to a rather tall and thickly built Prussian man. He observes the people around them like they are common game animals preserved for the slaughter. He cracked his knuckles and stealthy makes an exit through the on rushing crowd.

---

Norman Osborn sat the phone down after hearing the great news. His latest idea had restored the profits that Oscorp lost in the Octvaius debacle, but also created a big inflow of cash and revenue. His new Oscorp V - wave game system was a media sensation. It sold out of every store in America. All it took was some corporate espionage on the big name game companies and use of his virtual reality inventions. His overall plan was to mass market the V – wave and sell it internationally, but first he had to wrest control of Oscorp from the Kingpin. It was because of his desperate need for capital and power that he allied himself with the Kingpin and then murdered his fellow board members. But because of that decision, he ended up losing control of his company to the Kingpin. While he remained CEO of Oscorp, the Kingpin was the full owner and had executive authority of the company. He could veto any decisions that Osborn made that he didn't like. That's why Osborn knew he needed to rid himself of the Kingpin. The question was how to do that. Osborn looked at the Times newspaper and noticed the various reports of the Gang War that has been unnerving citizens all across the city. Apparently, some one calling himself the Crimemaster was looking to wrest control of the New York crime syndicates from their owners and unify them under his rule. A cruel and thin smile crossed Norman's lips as an idea crossed his mind.

---

Dwayne Taylor looked out from the private balcony of one of the many buildings he owned in New York. While he wasn't as quite rich as Tony Stark or Justin Hammer, he did own more property in the New York area. Behind him, his secretary Silhouette walked up and handed him the total amount of damage done to the Ambrose Building, the cost of repairs, and the amount needed to make a cover story. Dwayne crumpled up the paper. After his parent's death Dwayne swore that by any means he would stamp out crime and that he would make the streets of New York safe for the youth, even if that meant throwing away his fortune. His legal guardian, his parents former business partner Chord had told Dwayne that throwing his parent's hard earned money away was like throwing away pieces of their legacy that they left for him. Whether it was true or not Dwayne was unsure. All he knew was that he had to cover his tracks and set-up operations here at the Lakewood Building. The elevator pinged and doors slid open revealing the other members of the New Warriors in their street clothes. Dwayne pretended not to notice them as they stepped off the elevator, as he is too busy figuring out how he's going to get up the money for the damages done to the Ambrose Building and to pay for the cover-up.

"Dwayne? Hey Dwayne?"

"He seems to be zoning out Rich," Angelica said.

"That or he's deliberately ignoring us again," Vance added.

"I know what will get his attention," Robbie said as he jumped on the banister in front of Dwayne and dropped his pants. "Say hellllllllo to the full moooooooooon!"

"Ech Robert, get that white skinny ass out of my face!"

"Told you guys that would get his attention," Robbie said as he pulled his pants back up.

"You know Robbie there are better ways to get some one's attention," Nita said.

"I know, but I like being unexpected."

"You mean gross," Angelica responded.

"Did you guys manage to track down any leads on Spider-Man?" Dwayne asked.

"We searched a couple of city blocks before the attack," Vance replied. "As for today we checked around in small groups of two and we couldn't get anything reliable on where Spider-Man maybe hid out."

"All the stories that we were told were conflicting," Rich added. "I don't think any of the people we spoke with actually knew exactly where Spider-Man comes from."

"Hmmm."

"What are you thinking Dwayne?" Robbie inquired.

"Well its something for another time. Right now, I have to tend to business matters. You guys and ladies may use the Lakewood Building facilities as you please just don't damage or destroy anything."

"Roger," Robbie said as he mockingly saluted.

Dwayne walked off with Silhouette at his side.

---

Peter pushed open the double doors of the Youth Center and walked inside with Liz in tow. It was second time he had been here. The first time he had been injured and nearly dying. This time he was healthy or at least as healthy as a metahuman teenager can be. Liz spotted Harry sitting over at table by himself with a drink in hand. She tugged on Peter's arm lightly and introduced him to the son of the wealthy Multi-Millionaire Norman Osborn.

"Peter. I'd like you to meet Harry Osborn. Harry this is Peter Parker."

"Uh hi Harry."

"Hi Peter. Liz has told me a little bit about you. So Liz you still planning to come with me to the Cedar Grove party?"

"I-I dunno yet Harry. I have to think about."

"Well take your time. There's no rush."

Peter nervously steepled his fingers as Liz and Harry talked. He felt like an outsider intruding on their private conversation. While he looked away from the table, he noticed Flash Thompson sitting in a table in the far corner. Peter turned away wondering what Flash was doing here.

"Hey Peter? Earth to Peter?"

"Huh? Wha?"

"I asked you how school was," Harry said.

"Oh yeah, well uh school is fine."

"That's cool. My dad pays for me to be home tutored on the count of how my criminal record prevents any of the public schools wanting to accept me."

"C-criminal record?" Peter stuttered.

"Yeah, didn't Liz tell you?"

"No."

Peter looked at Liz.

"Harry went to jail for getting caught with illegal drugs and for assaulting a police officer…"

"W-why didn't you say anything Liz?"

"It's not my place to say anything."

"Its alright Liz," Harry said. "Its all the past. I'm a new man now."

The three of them sat in silence for some time before anything more was said.

"So Peter you like basketball?"

"I'm not much of sports buff."

"C'mon," Harry said as he sat down his drink.

"Where?"

"Let's play a little one on one. I'll show you how."

"I dunno if that's such a good idea."

"C'mon Pete. There's no harm in playing some B-ball. You afraid your butt's going to get whipped?"

"No."

"Then C'mon."

"All right, see you later Liz."

---

The Ultimates fanned out through a surreal jungle looking for their prized targets. Iron Man flew above the surreal jungle with his onboard sensors scanning the vital signs of his fellow teammates and keeping track of their locations. He was in constant contact with Captain America.

"See any sign of them Tony?"

"None. They're good at hiding."

"Wanda do you think you can give us a little luck."

"Sure Captain."

Wanda used her mutant probability altering hex power and suddenly the two targets the team were after appeared on Iron Man's HUD.

"I've got them. One is to Giant Man and Hawkeye's left. The other is to you and Wasp's right."

"Got it," Giant Man said as he pressed a switch on his costume and began to grow.

Hawkeye knocked an arrow and let it fly once he caught a flash of black. The arrow exploded just behind the dashing figure and out came the Black Panther hurtling right into the grip of Giant Man. Wasp flew around and between the trees where she spotted Spider-Man. He launched webbing at her, but she evaded it and stung him several times stunning him. Captain America launched his shield at the tree branch that was holding Spider-Man up and sent him crashing to the ground where he fell apart and let off sparks. Giant Man crushed the Black Panther in his grip popping its head off.

"Good job team, but those were robot replicas and not the real thing. Machines are limited in what they can do," Nick Fury said from his view of the VR training room up in the monitoring station. "The Black Panther and Spider-Man are not."

"Maybe not," Captain America said. "But we'll be ready for them."

"That's what I like to hear."


	19. Annual 1: A Classic Retold

**Hello, given that Ultimate Spider-Man has broken a record out of all my personal fan fics, I have decided to create a Director's cut of my vision of Ultimate Spider-Man for all of you who have been reading these tales. I thank you for your support and I hope you continue reading. BTW, this isn't a retcon, but another way I could have done it.**

**-Mimick**

* * *

**ULTIMATE SPIDER-MAN ANNUAL #1 "A CLASSIC RETOLD"**

* * *

Another typical day of school rolls in and fifteen-year-old Peter Parker races to catch the morning bus. Always tormented because he is a shy and timid bookworm, Peter has become a reclusive outsider to his peers. The bus continued to truck down the street when Mary Jane Watson stood up and got the attention of the bus driver.

"He's been chasing us for three blocks let him on."

The other students on board the bus groaned and protested, but the bus driver stopped and allowed Peter to come on board. Once he gets on, spit wads are thrown in his direction and he can see people whispering to each other while looking at him. Ignoring them, he makes his way to the back looking for a seat when he sees Mary Jane Watson. The most popular girl in school and she was only a freshman. She was also the girlfriend of Flash Thompson, the senior football team's captain it seemed as though Peter was heading toward her and seeing this a kid stuck his foot out and caused Peter to trip. Many of the kids on the bus burst out laughing.

"Good one Puny Parker!" one student said

"Way to go bookworm!" another student said.

Peter picked himself up off the floor and made his way to the back where he scooted down in the aisle between the seats.

---

Oscorp, one of the single largest chemical and technological manufacturing companies in all of New York. Led by the pioneer industrialist and philanthropist Norman Osborn, Oscorp is home to many government and pharmaceutical contracts. Inside the main lab, Norman Osborn stood with his chief scientist Professor Mendel Stromm with a very important government client.

"As you can see General Slogan we have not only met the demands asked of us, but we have also made an added incentive," Norman said.

"Your developments on the aero-glider and impact armor have met expectations however where is the documentation on the performance enhancer? In fact I haven't seen anything on the performance enhancer since our talks a month ago," General Slogan replied.

"We have the performance enhancer ready and we are waiting for the documentation from Doctor Stromm."

"Doctor Stromm?"

Norman let a smile slide across his face as Dr. Stromm cleared his throat, "The performance enhancer unfortunately has some side affects that we didn't account for. Psychological side effects to be specific such as insanity, hyper-aggressiveness, and homicidal tendencies."

"That doesn't sound like the perfect formula for our super-soldier project," General Slogan said. "What do you suggest, Dr. Stromm."

"We'll have to reevaluate the whole formula and figure out what is causing these side effects. This could take up to six months or as long as three years, but there is no way of being certain that we can get it working perfectly."

Upon hearing Stromm's analysis the smile left Norman's face and a furious look glossed over his features as General Slogan started to walk away.

"General Slogan wait!" Norman said.

"Why? You made a deal with the government that Stromm and your company would deliver what we asked on the condition that we trusted his opinions. If he said the projects weren't ready, they aren't ready. So as far as I am concerned we are through here."

Norman clenched his fists and looked at Stromm. He walked over to him bringing the edge of his index finger against his lip, "Do you realize what you have done, Mendel? You just killed my company. We needed that grant!"

"I-I couldn't sanction its use Norman. The formula is too dangerous," Mendel responded.

"Meet me in my office tonight," Norman said as he appeared deep in thought. "We have some _things_ to discuss…"

Mendel paled after hearing the tone in Norman's voice.

---

Columbia University Medical Center had recently opened a new mutagenics research wing the hopes of finding and providing beneficial research in curing terminally diseases that modern medicine had yet to crack. Peter gazed around the large observatory walking with his fellow students as they looked around at the scientists committed to their research. Peter looked at a display that had from what he counted fifteen house spiders in it. He turned to the tour guide and raised his hand getting her attention.

"What are these?" Peter said.

The other classmates stifled a yawn while others snickered at Peter whispering bookworm and Puny Parker to each other.

"This case holds sixteen genetically altered house spiders which we made in order to study the benefits of their mutations. So far from all of our tests, only four of the spiders have displayed unique qualities such as extrasensory abilities, heightened strength, speed, reflexes, and resilience."

"Sixteen?" Peter said. "I only count fifteen."

"Hunh, they must have taken one of them for another test."

Peter looked at MJ who was across from him gabbing with her friends and he started to smile a bit when something bit his hand. He rubbed his aching hand upon seeing the bite mark on it, but his attention was taken away when the teacher called and he looked back up just as the class was heading off behind the tour guide and the teacher to the next sight of the tour. He went trailing behind them.

---

Norman stood in his office with a snifter of brandy and a vial of the chemical that his company had been working on for a whole of two strenuous months. Secretly Norman found himself experimenting with the performance enhancer and ending up with a tremendous increase in strength, durability, stamina, and speed. He even felt his intellect being heightened by each dose. As he drank his brandy, he mused on the results Stromm had gotten. Norman hadn't felt any of the side effects except being more…aggressive, but there is no crime in being more aggressive. Mendel came into the office adjusting his collar before he sat down. Norman turned to him, took a sip of Brandy, and sat the glass down. He leaned on the desk and ran a hand through his reddish-brown hair.

"Mendel, you have been working for me for since my father Ambrose Osborn, the creator of Oscorp died. I had hoped that you would work for my son Harold when he rises to the ownership of the company, but I'm afraid after the loss of that government contract your services are no longer required in any capacity."

"I-I don't understand, Norman. It was just one government contract we can get another," Mendel said.

"How? Quest Airspace is already got a super soldier project off the ground and not only that they have a strong leadership with a young think-tank at their disposal. All Oscorp has is dinosaurs like you and the trustee members," Norman responded.

"Norman, I think your acting a bit irrationally. You know we have more pull with the government then Quest does. I'm sure we can –" Before Mendel could finish Norman had grabbed Mendel by the throat and lifted him off the ground.

The look on his face showed that he was visibly upset. He pulled Mendel close while tightening his grip around the man's throat, "Is this some kind of game to you, Mendel? Is this some kind of monopoly to see how much of my blood you can bleed dry? I have had enough of you and the board of trustees bleeding my company and I dry. Tonight it ends!"

With a flex of his wrist followed by an audible snap, Norman broke Mendel's neck and tossed his lifeless body to the floor. He started breathing really hard with his teeth clenched. He shut his eyes while he tried to calm himself down. He looked at Mendel and he slowly shook his head before taking a seat in his chair. The body laid there with the life dispersed from its form and an odor began to emanate from it. Norman needed to get rid of the body. Fast. He knew that being caught with the corpse would cost him his life. That's when an idea came to him suddenly. Prodded by his remembrance of Mendel's constant whining of the main lab's fire safety measures, he came to the conclusion a big and powerful enough lab explosion would do because it would burn away the fingerprints laid on Mendel and destroy the body as well. All he had to do was make sure was Mendel was dead center of the blast and then everything else would be cake.

---

Peter came home feeling nauseous. He came through the door and both Aunt May and Uncle Ben greeted him.

"Hey Pete, what's up?" Uncle Ben said.

"You want something to eat Peter?" Aunt May asked. "Oh and your friend Jessica called. Said that she can't make it for your study date."

"No thanks and that's okay."

"You feeling okay?" Uncle Ben asked.

"Yeah, fine. I'm just going to crash."

"All right, I'll bring you something to snack on later."

"Okay."

Peter made it upstairs just in time to dump his book-bag, take off his shirt and glasses, and pass out on the bed.

---

The board of trustees was all gathered in the boardroom to discuss the next plan of action when Norman Osborn the CEO walked in. He dropped a batch of folders on the meeting table.

"This is your severance pay. As of today Oscorp is now in my hands," Norman said.

"On whose authority?"

"Well, John, Jack, Allan, Steve, Roy, and Frank. I do. Being the majority owner of Oscorp I am buying you six out or more precisely burying you with the other dinosaurs. Its something I think my dad should have done long ago."

"This is an outrage," John said.

"Well it burns doesn't it? However, I have to think of the future of **my** company."

Norman had just turned away to leave when Steve caught his attention.

"We'll contest this Osborn," Steve said in serious manner. "This isn't the end of us. We sacrificed just as much as your father did."

"An ungrateful bastard like you doesn't need this company Norman," Frank said. "We had such high hopes for you, but you have dashed those hopes."

Norman pulled a device out of his pocket and spun around. The board members jumped at first, but upon seeing it was a toy gun, they simply stared at him. Norman started to slowly grin then laugh – barely a second later the laughter stopped and blaster fire erupted killing the board members. Osborn walked around the room looking at the smoking ashes that was all that was left of them. He stuck the apparently harmless, but deadly weapon back into his pocket and went on his way.

---

Peter woke up the next morning feeling energized like never before. He heard Jessica outside his door and she barged in. For a moment, there was an awkward silence as she gawked at him and he stared at her then looked down at himself wondering what was causing her to give him the looks she was giving him.

"Jess? Why are you looking at me like that?" Peter asked.

"Have you been working out?" Jess asked.

"No."

"Don't lie to me. You're totally ripped."

"Yeah well you can stop ogling me Jess its-its unnerving."

"Can't help it you've become a hotty."

"Okay. Um, I'm going to take a shower now. Could you wait for me downstairs."

Jess continued to stare at him smiling.

"Jess," Peter protested.

"All right, jeeze."

Peter took a shower and after fifteen minutes of cleaning himself up and getting dressed, it had dawned on him that he wasn't wearing his glasses. He looked around for them when he heard an audible crunch.

"Crap."

He looked under his foot and brought his glasses up finding both lens smashed and the frame bent. Uncle Ben and Aunt May didn't have the money to buy a new pair. Peter groaned, but he started to realize that he could see perfectly so far. If it was only a temporary thing, he could always carry his Uncle's spare as a back up. They used practically the same prescription. Well at least Uncle Ben did when he was Peter's age. Peter finished getting himself dressed and made his way downstairs where Jess was waiting. Peter found it unnerving how she was being more flirtatious with him, which is something that he never expected from her. Jessica was Peter's only friend and a fellow freshman not to mention a social butterfly. It was unusual for her to take sudden notice in him now when before she never had any of the sexual kind of interest in him.

"So you want to make it before the bus arrives?" Jess said in a husky tone.

"Uh you already have a boyfriend," Peter replied. "That Carl Lucas guy."

"So you can be my boy toy," Jess giggled.

"Jess, be serious."

Jess laughed. "Okay, but seriously you've become a total babe Peter. You need to try and ask Mary Jane out."

"Flash Thompson's girlfriend? He'd paste me if I even go near her."

"So, you look like you can defend yourself now."

"Maybe I can. I don't know, " Peter said. "Its probably just a hormone thing."

"I wish I had one of those. Make my boobs bigger," Jessica said with smile.

"Right…"

"We better catch the bus. It should be roaring by any minute."

"Wait, I thought you drive to school."

"I do, but my car is in the shop…"

The two raced out the door taking the toaster strudels that Aunt May had lain out. Peter was really moving and Jess was being left behind.

"Hey Peter wait for me."

Peter ran back, picked her up, and ran to meet the bus. When he set her down, she kissed him on the cheek and he gushed.

"My hero," Jess said. She noticed Peter staring at something or more precisely some one. She looked in the direction he was and saw Mary Jane.

"Hey," Mary Jane said.

Jess nudged Peter and he stuttered and stammered as he walked toward her.

"Um, hi MJ."

"Your Peter right?"

"Y-yeah."

"I thought I had seen you before. My Aunt Anna used to baby-sit you."

"Yeah and she used to bring you over."

"Yeah. I never much saw you after that."

Jess feigned a cough.

"Well, I was not really trying to be seen."

"I see. I notice you hunch a lot. You really shouldn't. You look cuter standing straight."

"I do?"

"Yeah."

Peter looked at Jess and she did a small wave.

"Is that your girlfriend?"

"Wha? Uh no-no, She's just a friend."

Jess started to give him a stern look that he caught through the corner of his eye.

"Just a friend. Too bad you two make a cute couple."

Flash's car pulled up and Mary Jane got in after waving them bye and they zoomed off.

The bus started to barrel on through and Peter saw it starting to pass them by.

"Peter the bus!" Jess said.

Peter picked her up and ran after the bus. Jess was amazed that he managed to catch up to the door. He opened it and let her in, but before he could jump in the bus had rounded a curve and he almost ran into a pedestrian. Skidding to a halt, Peter could only watch as the bus drove away.

---

The press had gathered in the conference hall where Norman had a big announcement to make. He shook hands with the man who sat to his left and the man's wife then walked up to the podium to speak.

"Ladies and Gentlemen we have gathered on this momentous occasion to welcome Dr. Otto Octavius to the research and development staff here at Oscorp," The gathered crowd cheered and Norman smiled and motioned them to let him finish. "Dr. Octavius will be working on his research involving a matter-nuclear energy transformer. Now join me in a round of applause for Dr. Otto Octavius."

The crowd cheered and the press lauded as Dr. Otto Octavius stood up to the podium and shook hands with Norman Osborn. Dr. Octavius turned to the press and the gathered crowd of science appreciative onlookers.

"My fellow scientists, gentlemen and ladies of the press. I have been working for ten long and grueling years to develop a safe and harmless way to draw clean and efficient nuclear energy from matter," Dr. Octavius paused and looked at Norman. "And thanks to the additional funding by Oscorp I think I have come one step closer to accomplishing that goal. I will answer any and all questions to the best of my ability."

A reporter with brown hair and blue eyes wearing a brown two-piece suit raised his hand.

"Yes, mister…"

"Ben Urich with the Daily Bugle."

"Yes Mr. Urich?"

"Dr. Octavius according to Professor Chen Lu of the Chinese nuclear research and development program. Your conclusive study in creating nuclear energy from matter with a matter to energy transformer is a pure fairy tale. He claims that your have yet to back up any of your statements with factual proof. What is your response to this?"

"Well, Mr. Urich. Until Chen Lu wins a Nobel Prize for his research and a big grant by one of the wealthiest companies in his neighborhood then he can feel free to talk about my research all he wants, but for now I think sense everyone is looking for a demonstration. I will provide one. Ladies the lights please."

Once the lights are off a hologram appears behind Dr. Octavius. The image was of a single atom, which was of many atoms that make up matter.

"We already know that by splitting atoms we can generate nuclear fission thus creating energy to power our cities. The problem is we are most often left with radioactive waste and other hazards to worry about," Dr. Octavius said as he pressed a button on the podium. "I however have discovered a way to get the energy without nuclear fission by converting particles of matter into a pure compressed form of nuclear energy. Imagine clean and safe energy without waste to worry about disposing of or all the normal hazards accompanied with nuclear energy. "

The lights came back on and the whole room was filled with applause. Norman stood up, walked over beside Dr. Octavius, and shook hands with him while the cameramen took their picture.

---

It was lunchtime and Peter was in the lunchroom reading the Daily Bugle article written by Ben Urich on the explosion at Oscorp. His eyes narrowed on the theories presented by the police and Urich's own theories.

_The police believe a broken fuel line, which evidence so far presented supports, caused the explosion in one of the Oscorp labs. Reportedly, no one was in the lab that night and no experiments were being conducted. The Oscorp conglomerate issued a statement to the press that they believe the lab explosion was sabotage._

Peter turned the page when MJ passed by and slipped. Peter stood up superhumanly fast, caught her, her tray, and all of her food without spilling any of it. She looked at him and smiled as she brushed her hair out her face.

"Nice reflexes."

Peter just smiled.

"Well, thanks."

MJ went and sat with her friends and Peter sat back down. When he lifted up his hand, he found that his hand had stuck to the fork on the table. He managed to get his hand free, but his other hand stuck to his tray. He sat the tray down and put his other hand down on the side to hold down. He pulled and when he finally freed it, he accidentally lost his grip on the tray and sent it flying onto the back of Flash's head.

Peter got up after seeing whom it hit and ran out of the cafeteria, down the hall, towards his locker. Right behind him was Flash who was very angry and as Peter struggled to open his locker, a tingling sensation in the back of his neck made him feel that something was wrong and he dodged Flash's fist just as it smashed into the locker door.

"Parker, you finally lost your mind by making me mad."

"I don't want to fight you, Flash."

"You should have thought of that sooner."

Flash threw punches that Peter swiftly evaded and dodged Flash's pal Kong's sneak attack after that same warning sensation again. Flash charged at him with a full head of steam and Peter blocked all of his punches, caught the last one, turned his wrist, and decked Flash hard. Flash went flying across the hallway and landed on the floor before the principal. The principal looked down at Flash and motioned the two of them to follow him.

Both Flash and Peter spent a good portion of the day in the office and once the principal was done with them, they ended up with detentions. Flash glared at Peter, but went and got into his car and left. Uncle Ben pulled up the sedan and motioned Peter to get inside.

"You all right?"

"Yeah."

"Peter -- I know that you're going through some changes. Changes that I went through when I was your age, but there comes a time when you have to be responsible for your actions. Even gifts such as your intellect come with a hefty price of responsibility and you must never shirk this responsibilities."

"Okay, okay already can we just go?"

"All right," Uncle Ben sighed. "Let's go home."

---

Dr. Octavius' lab was full of activity as he worked on getting his matter - energy transformer to work. He put the neuro-link harness with its telescopic limbs on as he prepared for the final procedure in his experiment. He looked to his lovely wife who was smiling as she warmed up the machine. The process began and Dr. Octavius used his limbs to manipulate the conversion process from a safe distance. Several million particles of matter were being converted to energy and that energy was compressed into a tight manageable sphere of nuclear power. Everything seemed to go smoothly so far then suddenly an energy spike disrupted the process and the sphere was expanding. Dr. Octavius started losing his control over the process and the radioactivity levels were reaching dangerous heights.

"Otto! I'm shutting it down!" His wife yelled.

"No! I can regain control of it!"

"Its too late Otto if we don't shut down the whole city will be de--"

An explosion destroyed the control panel taking Otto's wife with it. He screamed and had his free telescopic limb activate the emergency shutdown just as the energy sphere imploded explosively destroying the lab and irradiating him. He blacked out shortly before hitting the ground hard.

---

Peter was in his room looking out the window at the neighbor's house where Mary Jane lived. He knew that he couldn't impress like he was now. He needed money and a car. It wasn't much longer until he could be able to get his driver's license. He saw an advertisement for UWF wrestling company in the newspaper that he had been reading at school. They were holding open auditions and Peter smiled. He read further and it said colorful characters and costumes were necessary. He frowned. He went over to his closet where Aunt May kept her old sewing kit and pulled it out. Inside were all kinds of fabric that she used to patch up their clothes when Uncle Ben was suffering a pay cut. Peter looked through the fabrics and laid them all out in his bed and he got out his sketchpad and started drawing various costumes of all different colors and designs. After several hours, he settled for a design while researching spiders on the Internet and went to work sewing it up. Once he was finished, he put the costume on and placed the mask firmly over his face. The special lenses allowed him to breath as well as keep people from seeing who he was. The costume was a red and blue with a black web pattern on the red sections of the costume. The red sections only consisted of the gloves, feet, chest, midsection, waist and head. On the chest was a small black spider in the center of black web pattern. The back had a large red spider against the blue background. As Peter looked at himself in the costume, he slowly realized he was missing something. He looked at the wrist devices he had on his desk and slid them on. With a press of his middle and ring fingers, a liquid shot out of from the nozzle and formed into a web on his window. He slid the gloves over them and then put his mask back on. After doing some posing in the mirror, he opened the window to give his 'web shooters' a test run.

---

Mary Jane and Flash were at the Midtown High's parking lot making out and things started to get hot and heavy as Flash reached down her pants. Mary Jane pulled away from him and Flash had a dumb founded look on his face. He shook his head and looked away for a moment.

"Why don't you want to sleep with me?" Flash asked.

"I'm only fifteen Flash."

"So. I don't care."

"You want to go to jail?"

"No…I…like you. I like you a lot. I think I love you."

"I like you too Flash, but I don't love you. I'm too young for that."

Flash nodded as he bit his lower lip. He reached over and opened the passenger door then slide back into the driver's seat.

"You're going to make me walk all the way home? Just because I won't sleep with you?" Mary Jane asked incredulously.

"Get out. I don't ever wanna see you again."

"Fine!" Mary Jane said as she slammed the door.

Flash pulled out of the driveway leaving Mary Jane by herself. She watched Flash go and for a moment, she hoped he would come back, but after several minutes it was obvious he wasn't. Mary Jane started on her long trek home and as she walked the streets, a gang started following her. They licked their lips and snickered. She started to run only to be caught by two men waiting at the end of the alley she ran into. The leader of the pack readied his switchblade when some kind of goop splashed onto the knife and jerked it from the man's hand. On top of the nearby building was a figure dressed in red and blue with a spider on his chest. He leaped down and started jumping all over the place hitting the men with punches and kicks. When he landed in front of the girl, he grabbed her and sprung into the air firing a line from which to swing from. Mary Jane held on for dear life as the mystery man swung through the city. They must of swung and moved for mere moments and when they landed, she saw that she was home.

"How did you know where I live?"

"A guess," the figure said.

"Who are you?"

"A friend," he said before leaping away.

Mary Jane watched him until he was gone from sight then she headed inside.

---

Slowly, but surely Dr. Octavius awoke in a sterile lab. He tried to move, but found that his hands and legs were restrained to the table that he laid on. Four metal arms telescoped into view and he could feel them communicating with his deranged mind. They turned to the door as Norman Osborn walked in wearing a black business suit with a gold trim. A sinister grin stretched across his face.

"Where am I? Where is my wife?" Octavius asked.

"She's dead. You killed her with your experiment. The experiment that was supposed to make me _richer _then god!" Osborn replied sinisterly.

"God no…"

"Yes. Your experiment failed and now I have to explain it to _him_!" Norman said as he leaned over the table. "Do you know what its like to have explain failure to _him_?!"

"I can fix it," Octavius said licking his lips. "Just give me another chance. I can make this right."

Norman rubbed his chin as he considered the possibility. He leaned away from the table that Octavius was strapped to and pressed a button on the far wall. The restraints unclamped letting Octavius free and he got up off the bed.

"I'm going to need some clothes and some supplies," Octavius said.

"I can't give you the supplies so we'll have to make it look like you _stole _them from me so he and the police won't be suspicious…" Osborn responded.

"Fine, just fetch me some clothes," Octavius said.

Osborn started to walk out when one of the telescopic limbs blocked off the door.

"From now on Osborn. You're not dealing with Dr. Otto Octavius. He died with his wife. You're now dealing with Doctor Octopus," Doctor Octopus said.

Osborn snickered and ducked under the arm as he walked out.

---

It was the next day and Peter awoke in his bedroom with the pants of his costume on. He quickly slid his jeans over them, grabbed a shirt, and got dressed. He stuffed the rest of his costume and web shooters into his bag since he was going to UWF's main headquarters to sign up. A smile crossed his face as he remembered rescuing Mary Jane. He had been swinging across town when he saw her running away from the gang. As much as he wanted to stay out of it he couldn't so he jumped into the fray. It was scary and yet thrilling at the same time. It definitely added something to his growing confidence. He went downstairs where Uncle Ben and Aunt May was and grabbed a toaster strudel before heading out. He noticed they were turned away from him and he kept looking back before he headed out the door. Mary Jane came out of her house and she walked up beside him smiling despite her aunt yelling.

"Hi Peter," She said with a honest smile

"Hi MJ," Peter replied as he grinned.

"So, um, you wanna do something tonight?"

"Uh sure, but I have something I have to do right after school."

"Okay. What time do want to hang out and where?"

"Well…how about Andy's Arcade."

"Sure! See you later tiger."

Peter's grin grew wider as MJ leaped in the back of the car of her older senior friends and drove off. He turned and saw the bus coming and this time he was prepared. He stood out in the middle of the street and the bus stopped. He walked around and the bus driver opened the door.

"You have some nerve Parker."

"Yeah, well I wasn't late yesterday so you had no reason to rush past me!" Peter said angrily.

The bus driver saw the anger in his eyes and she motioned him to go sit down as she looked away from him. She closed the door and the bus resumed its course towards Midtown High.

---

Dr. Octopus tossed aside the guards of Oscorp's science wing as he looked for the parts he needed. He used two of his telescopic arms to search while his other two arms killed any one that was dumb enough to get close to him. Bodies lined the floor with blood oozing everywhere. Dr. Octopus stepped past these wretched corpses on the floor and continued his search. It took him a few minutes to find everything he needed. He packed all of the equipment into a crate and stuffed the crate into a van and came around the to the driver's seat when he caught a glance at the guard that lie next to him. Resting on the guard's face was a pair of dark shades. Dr. Octopus paused, jerked the shades off, and placed them on his face.

"Now, we can go my friends," Dr. Octopus said to his telescopic limbs.

---

The UWF building was filled to the brim with legions of energetic fans waiting for the dynamic main event. After signing himself up, Peter slipped into his costume and slid his web-shooters onto his wrists. He felt kinda bad about lying to Uncle Ben about why he was coming out here, but he really needed the cash. Besides, what could possibly happen, now that Peter was a superhuman with the world at his fingertips? The only harm was Uncle Ben thinking that he was at the library doing some studying and after he was done here, Uncle Ben would meet him outside the library. He made sure the pressurized palm triggers allowed him to make a fist without worrying about his web-shooters misfiring. Silence overtook the crowd as the ring announcer announced the much-anticipated main event.

"Ladies and Gentlemen! Prepare to be dazzled by the main event brought to you by the Ultimate Wrestling Federation! This is a single falls match. First from Parts Unknown, weighing in at one hundred and twenty pounds…Screaming Mimi!"

Out from behind the curtain at the entryway to the ring came a woman with white hair with streaks of red. She wore a yellow and black jumpsuit with face paint covering her facial features. Pete shot a web-line and prepared himself to make his _awesome _entrance.

"Her opponent weighing in at one hundred and fifty pounds from Queens…the Spectacular…the Sensational…The Amazing Spider-Man!"

Peter took a deep breath and swung down over the audience below. At the arc of his swing, he let loose of his web-line and did a somersault right into the ring. The crowd broke out into applause finding the act amusing though there was boo's that were shouted by some. Peter crouched as he ready for the bell to ring. He wondered why the announcer changed his stage name from the Human Spider to Spider-Man, but that didn't matter now. Because even though Peter wasn't much of a fighter, he was really juiced for this match especially after last night.

"Ready to go splat, Spider," Screaming Mimi said.

"Bring it lady," Spidey replied.

The bell rung and Mimi charged at Spider-Man. The web slinger jumped over her onto the ropes and spring boarded back at her with his fist extended. He connected solidly with her chin and she reeled from the blow. Her visions swam and she fought to regain her senses when she saw a pair of red boots that nailed her in face. She was now unsteady on her feet and she fought to stay conscious. A single tap on her forehead sent her lumbering backwards and Spider-Man pinned her for the three count. The crowd was silent for a few moments then burst into loud and roaring cheers.

"The winnah! The _Amazing _Spider-Man!"

---

Peter walked toward the promoter's office for his cash reward when he saw a robber with a mask on run by with an overweight security guard trailing far behind. The robber just managed to make into the elevator when the security guard finally caught up. The guard cursed and walked up to Peter.

"Why didn't you trip him or something?"

"Hey I'm not a cop. Its your job to catch criminals not mine."

"Famous last words kid."

Peter shook the man's words off and went into the promoter's office. He saw the place was trashed and there was no money. He shook his head and started to leave when the promoter caught his attention.

"That guy took all of our earnings. How am I going to explain it to my wrestlers? How do I explain it to my wife and kids?"

Peter lowered his head and walked out. He made a quick change and went to meet up with Uncle Ben in front of the library, but when he got there, he found a bunch of people gathered around a spot on the street. He pushed through when a cop grabbed him. He looked at the cop then looked down and without thinking, he screamed.

"_UNCLE BEN!"_

The cop let Peter go and he kneeled beside the mortally wounded Uncle Ben and took his Uncle's hand.

"P-Peter…"

Uncle Ben's eyes rolled back into his head and Peter remained there frozen with tears flowing freely from his eyes until he heard two officers talking about what happened.

"It seems a mugger shot him and took his car. According to dispatch they got him heading east toward the warehouse district."

Peter grit his teeth, got up, and burst into run down the nearest alley where he changed into his costume and slipped on his web-shooters and mask while climbing up the wall. He made it to the top and through some flips and acrobatics; he was able to catch up. He fired a web-line and swung in pursuit. As soon as he got close enough, he dropped down in front of the car and smashed his fist through the windshield grabbing the gun from the mugger's hand and crushing it. The mugger swerved the car and Peter started to fall off. Catching hold of the side with his wall-crawling powers, he threw himself into the air and landed on top of the car. The mugger panicked as Peter slammed his fist through the driver's side window and jerked on the steering wheel. The car swerved again and crashed into an old warehouse. Spider-Man leaped into the air and climbed inside just as the mugger got in through the boarded in front doors. The sounds of the cop car sirens weren't too far behind. The mugger looked around with his loot in one hand and a knife in the other. He heard a sound and spun around unsure of who the masked freak was. When he turned back around, he was decked in the face and had his head smashed through a plate glass window. Peter lifted the mugger up in the air and took a close look at him. He realized in pure horror that the mugger was the same one that robbed the UWF promoter. He pulled the ski mask off the mugger's face to get a good look at his Uncle's killer and saw the mugger was no more then a young man around his age with dark rings around his eyes which were tattletale signs of drug use. The mugger tried to use his knife on Peter, but he broke the mugger's wrist and webbed him up for the police despite his thirst for doing worst to the brutal killer.

---

It was hours later that Peter sat on top of gargoyle that rested on one of the many skyscrapers in New York. His eyes were filled with tears as he remembered his Uncle Ben's dying words and the face of the man that was behind his Uncle Ben's death. Uncle Ben had told him to be responsible with his gifts and for his actions. Since he got the powers he had not done anything responsible with them except show off to Mary Jane by saving her life and win a fight with Flash Thompson. The wrestling event wasn't exactly selfless either. He enjoyed the sheer admiration from the crowd and he planned to wrestle more, but now he realized his powers weren't something that could be abused. He headed home and grieved with his Aunt May and Jessica who came over after hearing the news. If anything, he had learned an invaluable lesson about responsibility.


	20. Chapter 19: C, H, and S PT I

_Is this what it's like for you every time?_

_Yeah, pretty much…_

_You okay?_

_Not really it's – been only a little more then six months now since Uncle Ben died…_

_Peter – I…_

_I know._

_Are you ever going to settle things with MJ? I mean it seemed like you two were going somewhere._

…_My life is too dangerous Jess. Already I've put you in danger just by your knowing me._

_Cut the crap Peter. Everything's going to be all right. I promise._

_Somehow, Jess. I have a feeling it won't be._

* * *

**ULTIMATE SPIDER-MAN #19 "The Cat, The Hunter, and The Spider part I"****

* * *

Spider-Man landed in a back alley of Brooklyn with Jess in his arms. As soon as his feet touched the street, he let her go and went deeper into the alley where shadows covered the dead end so he could change into his civvies. He came out a few moments' later wearing faded blue jeans, a pair of worn black sneakers, and black sweatshirt with a blue hoodie. Jess took his hand and they walked out of the alley onto the street where she guided him to her boyfriend's house. The house was a two-floor house painted in a lime color. At the front was a husky with a jade colored collar around its neck. Jess walked up to the husky and rubbed it behind its ears. The husky nuzzled Jess and barked catching the attention of the tenant inside. Peter walked over and was about to pet the husky when it growled.**

"Easy Peter. She doesn't like strangers. You have to earn her trust."

"How do you suppose I do that?"

"Hey Jess." Jess looked up and saw her boyfriend a young black man who looked like he had just gotten up. "Who's your friend?"

"Hey Carl this is Peter Parker. Peter this is Carl Lucas."

"Nice to meet ya," Carl said as he shook Peter's hand. "Nice grip you got there."

"Thanks. I uh work out…a bit."

"Right…So what brings you here Jess?"

"Our date, remember."

"Oh – right. Why's he here?"

"He made sure I got here safely."

"You took the bus here."

Jess bit her lip, "Yeah."

"Y'know that's dangerous. If you wanted a ride, all you had to do was, call me. I don't want to see you get hurt."

"I know," Jess nodded. "But Peter's stronger then he looks."

Carl looked Peter over skeptically and nodded his head, "Right…"

Jess turned to Peter then back to Carl. "I'm serious."

"Right."

Peter shrugged. "So um Carl what do your parents do for a living."

Jess flinched. "Peter, his parents have been dead since he was twelve."

"Oh – oh my god I'm sorry I didn't know."

"Its okay," Carl said. A look of unease crossed his features. "My parents were killed by a drunk driver. I was only twelve when it happened and I bounced around foster homes until I was old enough to take care of myself."

"Sorry. I…I didn't know."

"Don't sweat it. I'm not."

"Can we get our date going now?"

"What about Angie?"

"Angie?"

"The dog silly."

"Uh I guess…I could – watch him for a while…"

"Thanks man. I'd appreciate it. Let me get dressed Jess and we'll go."

"K."

Carl headed inside leaving Peter alone with Jess for a moment. Jess looked at Peter and smiled as she petted the husky. "Wanna pet her?"

"I thought you said she doesn't like strangers."

"She doesn't, but if you don't do anything to excite her or scare her she won't bite you."

"All right," Peter said.

Peter stroked the top of the husky's head lightly and she moaned in delight. Jessica chuckled as Angie looked to be in ecstasy from Peter's touch. Carl came back out fully dressed in a long black leather jacket that stretched across his massive frame. Underneath the jacket, he wore a white muscle shirt that said Sweet Christmas and black Levi's jeans with black and white stripped tennis shoes.

"I'm ready to go Jess."

"All right," Jess said. "You watch Angie Peter and don't feed her any junk food."

"I wouldn't dream of it," Peter replied with a smile. "Have a good time."

"We will."

"Bye man."

Peter watched them leave in Carl's sedan. He turned to Angie and patted his hands to call her to him. "C'mon girl. I have to go to work."

Angie barked and Peter grabbed the retractable leash, hooked it to her collar, and took her into the alley a few blocks from Carl's house so he could change into his Spider-Man costume. After a few moments, Spider-Man came swinging out with Angie in tow and onlookers scratched their heads in confusion.

---

A slender leg slid through the window of apartment six-c and in came a woman with flowing platinum blonde hair. She quietly looked around the apartment scooping out the place for any valuables. On the far table, she saw what looked to be a gold – diamond studded bracelet. She strode over and picked the trinket up letting its delicate sparkles dazzle her senses.

"Come to mommy," she purred.

The cat burglar stuck the bracelet in a messenger bag that dangled over her left side. She looked around for anything else of value. She checked the closet, the dressers, and the nightstand in the bedroom. All she found was that bracelet. She sighed and ran her hands across the tenant's belongings musing on how much the undergarments cost and if they would fit her. The doorknob clicked and the cat burglar could hear some one inserting a key into the lock to unlock the door. She rushed out and slipped through the window closing it behind her.

---

Peter walked into the Daily Bugle with his backpack slung over one shoulder and Angie's leash in the other. The workers in the room suddenly stopped what they were doing when they saw the husky sniffing around the pressroom. Peter grinned sheepishly and tugged lightly on Angie's leash to get her to come on. They both walked straight into J. Jonah's office and he swung around in his chair to see who came in. A stupefied look crossed his face as he looked at the husky and then Peter.

"PARKER! What on earth is that dog doing here?!"

"Sorry JJJ, I'm dog sitting for some friends."

"And you ignorantly brought that mutt here?"

Angie whined.

"Sir, I didn't know what else to do."

"Parker…I'm going to give you to the count of three to take this assignment and get that dog out of here before I FIRE YOUR SKINNY ASS!"

Peter grabbed the folder JJJ laid in front of his desk and ran out of the office with Angie in tow. Peter darted through the pressroom toward the elevator when Robbie Robertson stopped him.

"Whoa, where's the fire?"

"I-I gotta get Angie out of here or JJJ will fire me."

"Oh, well then proceed, but… I need you to take this file to Ben Urich's place."

"Alright – gotta go. See you later Robbie!"

"Bye Peter."

Several moments later Spider-Man swung by the Bugle unnoticed by the distracted – hard working staff in the pressroom.

---

The cat burglar dropped down onto the banister and let herself into her apartment. A smile crossed her face despite how light handed she came in tonight. She started peeling off her costume as she went into the dressing room and came back out in pair of black sweatpants and a white silk blouse. She took the messenger bag, dumped its contents into a package and after slipping on her shoes she headed downstairs and outside where she gave the package to a bike courier who rode up to the curb. The courier sealed his messenger bag and took off. Once the courier was out of sight, the cat burglar went back inside, upstairs, and into her apartment where she took off her shoes. She sat on the sofa and spread herself out while she flipped on the tube with the remote that she picked up off the coffee table. A television report came on featuring Spider-Man. The cat burglar smiled.

"I think its time Spider-Man finally meets the Black Cat," The Black Cat said as a grin touched her lips.

She laid her head on the arm of the sofa and relaxed whilst fantasies of her first meeting with Spider-Man crossed her mind causing her to giggle.

---

Spider-Man had gotten near Ben Urich's place when Angie started to whine. He looked at her just as she stared at him with sad eyes.

"What's a matter girl?"

Spider-Man felt something wet run down his back and he looked down to see a yellow liquid dripping off his side.

"Aw Angie no!" Spider-Man said. "I can't believe this is happening. Damn it!"

Spider-Man landed on a nearby rooftop and let Angie down off his back. The entire left side of his back and rib area was wet. Spider-Man pulled the smelly costume off and wrinkled his nose as he changed into his civvies. He looked at Angie and grabbed her retractable leash.

"Man, I wish you hadn't done that Angie. Do you know how long it takes to sew up a costume? Not to mention the fact I'm probably the world's worst tailor."

Peter carried Angie down the fire escape and let her scamper ahead to let the leash lengthen out so she could explore her surroundings and because he hoped to avoid her having an accident on him again. They were coming down the street when Peter checked his bag and pulled out the address of Ben Urich. He looked at the house and bit the side of his lip.

"He sure has a nice place doesn't he Angie?"

Angie barked her reply.

"C'mon let's go inside. Hopefully he doesn't mind pets."

Peter walked up the steps with Angie trailing at his side and Peter politely knocked on the door. It was probably several moments before Ben Urich answered the door and he looked like crap. His shoulder length auburn hair was sticking up. His auburn beard was unkempt. His eyes were bloodshot. Peter wondered what kind of hell Ben had just gone through. However, his thoughts were disrupted when Ben looked down at him.

"What do you want?" Ben said in a tired tone.

"I came to give you this," Peter said as he rummaged through his bag. "I know I have it here somewhere."

"Hurry up Peter. I don't have all day. I have been working for the past seventy-two hours with my lawyer on my divorce. I really could use some sleep."

"Ah here it is. Its from Robbie."

"Thanks. Now if you don't mind I need some sleep," Ben responded as he slammed the door in Peter's face.

"How rude…oh well. I'd web swing us back to your dad's house, but you ruined my costume. Maybe I have enough cash on me to pay for a taxi ride there."

Angie barked and rubbed up against Peter's leg as he sorted through his wallet for money. Suddenly Peter felt the tingling sensation from the base of his neck and from that he could sense the strong vibes of danger coming from somewhere in his vicinity, but he couldn't pin point where. He started down the street to the busier part of Chelsea so he could wave down a taxi. His eyes remained ever alert to any signs of impending threats. Once he got down the street to the busy ninth avenue, he waved down a taxi and hopped in after Angie. He looked around as the taxi drove off after he told the driver where they were headed. Little did he know that a set of dark eyes watched him from the corner of the street as the taxi drove away.


	21. Chapter 20: C,H, and S PT II

Peter read the assignment that was given to him by JJJ yesterday while his costume was on the dry spin in the washer. It seemed JJJ wanted Peter to get the scoop on the mysterious cat burglar referred to as the Black Cat. The washer buzzed and Peter pulled his damp costume out and stuck it in the dryer. He began to think what this assignment could do for his reputation as a nerd and what it would mean towards a profession in the field of journalism if he chose it. Robbie had said that Peter was their youngest working freelancer. That meant he could rise up the corporate ladder and be a top-notch reporter or photographer by the time he's well into his twenties. These thoughts brought a smile to his face. It didn't occur to him to check what setting he put the dryer on so when a half an hour passed by he was shocked to find his costume had shrunk.

"Oh man! How am I supposed to go out like this?"

"Peter? Is everything okay down there?" Aunt May asked.

"Yes Aunt May," Peter replied. _"But not in the terms of my crime fighting career."_

Peter groaned as he realized he would have to sew up another uniform to wear. He dumped the shrunken costume into the garbage bag that had all the other old clothes in it and headed upstairs.

* * *

**ULTIMATE SPIDER-MAN #20 "The Cat, The Hunter, and The Spider Part II"**

* * *

Ben looked at his assignment and his eyes widened. He couldn't believe that JJJ was serious. He picked up the phone and dialed the Bugle's office number catching the secretary Betty Brant's desk.

"Hello?" Betty said in a bored tone.

"Betty? Let me speak to JJJ now!"

"Who may I say is calling?"

"Ben Urich you half-wit!"

Betty snorted and hung up the phone on Ben. A minute later, he called back and she rolled her eyes listening to him prattle on.

"Listen Ben just because you're a star reporter for the Bugle doesn't mean you can talk to me like that."

"Either you put me in contact with JJJ now or I will see you FIRED!"

Betty pressed the button on her phone that connected her with JJJ's office. "Hello Mister Jameson. I know you're busy, but Ben Urich would like to speak to you."

"What the hell for woman? Didn't you tell him I'm busy?"

"I was about to, but he said it was important."

JJJ rolled his cigar around his teeth from one side of his mouth to the other while he pondered what Urich could want. He waited a moment and answered Betty. "All right put him on, but hold all my calls. I am very busy."

"Yes Mister Jameson." Betty switched back to Ben. "He'll talk to you now."

Jameson heard the phone click and Ben Urich's voice came on, "Jameson what is the meaning of this…ridiculous idea of an assignment? Do you take me for a fool?"

"What are you babbling about Urich? That assignment is right up your alley. I don't see why you have a problem with it."

"You call covering the new botanical laboratory at the New York Botanical Garden an assignment? I'm an investigative journalist. Not some science nerd."

"That's not the assignment I gave you!" JJJ said as his face flushed red. "PARK-ER!"

---

A man with short dark hair, onyx eyes, and wearing an unusual get-up leapt from building to building sniffing out his prey. His nose curled as he caught wind of something else. It was sweet fragrant scent of a woman's perfume and it wafted heavily in the cold air. The man smiled and followed the scent to its source with a rising hope of a challenge.

---

Nearby Spider-Man swung through the air on his amazing web-lines. He wore a sleeker version of his costume that was so insulated for the cold weather. He swung up onto a ledge across the street from an apartment building and looked around to see if he could spot anything. So far, the mysterious cat burglar had yet to show his or her face. Without warning Spidey felt strong sensations of impending danger from behind him. He turned around to catch the bottom of a black-heeled boot across his jaw, which sent him over the edge. Spidey shook the cobwebs out and fired a quick web line onto the under side of the ledge and started to pull himself back up quickly when that forewarning of danger became more intense. Some one jumped on his back and locked him in a chokehold. Spider-Man drove his head back causing his unseen opponent to let go, reached behind him grabbing his foe, and tossed the assailant up onto the ledge. Spider-Man whipped his web line sending himself high into the air where he fired a zip line onto the ledge and pulled himself toward the ledge. When he landed, he swiveled his head around in search for his attacker, but it seemed his aggressor was long gone, but not forgotten.

---

"_That was close," _Black Cat thought to herself. _"He nearly caught me. But at least I gave him something to remember me by."_

Black Cat started to walk off when she heard a noise. She peered around and didn't see anyone, but she still felt that some one was there. Feeling that she might be in danger she tied the bag containing the diamonds she stole to her belt and walked slowly to the other end of the roof. She spun around a few times as she walked making sure that no one was following her yet she could feel something was wrong in the pit of her stomach. Whatever or whoever was watching her was making damn sure that they couldn't be seen. Black Cat continued to the end of the roof with her back turned pretending that she felt it was safe and when a hand reached for her shoulder, she twirled around and sent a kick toward the face of old lady. Seeing who it was Black Cat paused in mid-motion holding her kick mere inches away from the elderly woman's face. She brought her foot down and looked over the old lady.

"What is such a fine woman like yourself doin' up here?" the old lady asked.

"Just passing through," Black Cat said. "Shouldn't you be inside?"

The old lady nodded her head. "I should, but it gets lonely down there."

Black Cat took her eyes away from the old lady to roof across from the one she was on. She then cast a glance back to the old lady. "I have to go."

"Won't you stay a while?"

"I wish I could, but I can't."

Black Cat jumped off the end off the roof shooting a cat cable and swing above the street below rising higher and higher until the cable rewound all the way to the top of the far away roof top of the Daily Bugle. Black Cat stood there for a few moments thinking about her past and how lonely she was growing up when she saw Spider-Man swinging by and seeing him brought a grin to her face. It looked like he was heading down the next street. Black Cat leaped off, fired her cat cable, and swung right beside him.

"Hey handsome!" Black Cat said.

"Uh hi. Who are you supposed to be?"

"The Black Cat," Black Cat purred.

"Wait, your that cat burglar aren't you?"

"So you do have a brain beneath that mask. Catch me if you can."

Black Cat dropped from her line toward the semi running underneath. She crouched into a ball and rolled along the top until she came onto her feet in a crouched position. She peered upwards and saw that Spider-Man was giving chase just like she expected. The semi unexpectedly turned the corner with Spider-Man following behind and Black Cat felt adrenaline running through as the excitement from the chase took her over. She jumped off the semi and swung on the bottom off a fire escape ladder setting her heels down firmly on the steps. She turned around and climbed up the ladder quickly as Spider-Man had finally caught up. They both raced up the steps to the top of the building where Black Cat stayed in the lead, but Spider-Man changed that by vaulting ahead of her and blocking off her path.

"Hold it. Your going to jail for everything you stole," Spider-Man said.

"You'd send pretty little me to jail?" Black Cat said batting her eyelashes and walking up to Spider-Man seductively.

"Well – I – I…"

Spider-Man didn't get to finish as she pulled up his mask and kissed him on the lips. For a moment, he was in bliss until he felt the blow to his crotch that had him on his back in agony.

"You should never let your guard down especially against a woman."

Black Cat started to strut off when a web line snatched her ankle and jerked her off her feet. She turned to see Spider-Man getting back to a vertical base and slowly dragged her toward him. She cut the web line and made a break for it. Spider-Man ran and sprung into an acrobatic flip in front of her cutting off her escape route again. She ran the other way only to be snared by webbing. Spider-Man yanked her toward him and glared at her as he webbed her up like prized catch of the day.

"Y'know you really shouldn't have kicked me there."

"Oh c'mon Spider. Don't tell me you haven't heard of foreplay."

Spider-Man's eyes widened, "It doesn't matter now. Your going to jail and the police are going to get back everything you have stolen."

Black Cat snickered. "Fat chance Spider. They have enough problems as it catching random muggers. Besides everything I stole has long been parted with."

"I want you to tell me where everything you stole is and how we can get it back."

"Or what?"

Spider-Man thought long and hard for a moment, as he stared deep into Black Cat's blue eyes. It was hard enough dealing with super powered criminals, but dealing with females was something that he hadn't much experience in. He knew that he didn't have the heart to interrogate her, but if there was any way to get that stuff back, he had to try. He lowered Black Cat on a line over the edge.

"You're a little small for the catch of the day. I guess I should let you go."

"Oh please. You wouldn't hurt a fly Spider. I know you too well."

Spider-Man started to feel some guilt building up for even doing this, but he reminded himself of all the people who lost items that belonged to them that perhaps had some significant importance. He let her drop rapidly letting her scream before he pulled the line taut. He heard her stuttering in disbelief and his resolve started to become weaker.

"Y-you can't do this Spider. You wouldn't kill me over some stolen items would you?"

Spider-Man could tell she was really scared by the tone in her voice. His mind told him to push her more, but his heart told him to let it go and bring her up. It almost seemed like Spider-Man was in a daze from Black Cat's point of view. She couldn't believe that he had done this. The voice of Uncle Ben echoed in Peter's mind. _"With great power comes great responsibility. Never forget that Peter."_

Spider-Man brought her back up and set her on the roof. He brushed a hair from her face trying to think of something soothing to say to her. But ultimately the words never came. Spider-Man's spider-sense flared and he turned to see a man in an uncommon get up walking out of the shadows. He smirked as he came toward the hero with his sight focused on Spider-Man. The eyes that reflected off the lens of Spider-Man's mask were onyx colored and laced with madness.

"Spider-Man. We finally meet and how fitting that is on the day that will be known as your ultimate end."


	22. Chapter 21: C,H, and S PT III

"I'm telling you Mary Jane. You need this," Liz insisted.

"I don't know Liz. I don't know if I feel like meeting this friend of yours."

"Oh gawd! Trust me Mary Jane. You'll like him. Now come on!"

Mary Jane gave up trying to get out of going to the youth center and allowed her friend Liz to drag her inside. The music played with a hard almost techno beat which had Liz shaking her skinny hips.

"What is this Liz? The eighties?" Mary Jane said with a smile.

"No, but it almost makes you wish it was," Liz replied with a laugh. "Check out the guy in the table to the far left."

"Where?"

"Over there," Liz pointed.

Mary Jane looked to the young man that Liz was pointing at. He was tall and thin with red curly hair and deep emerald eyes. She turned to Liz who had a smile on her face. Liz gave MJ a slight nudge to go talk to him. Reluctant at first Mary Jane made her way over to where the young man sat.

"Is this seat taken?" MJ asked.

The young man looked up and smiled, "Why no by all means sit."

The young man pulled the seat out for MJ and she sat down. They both smiled at each other and sat in silence for a couple of minutes before the young man spoke. "The name's Harold Ray Osborn, but you can call me Harry."

"My name's Mary Jane. It's a pleasure to meet you."

"The pleasure is all mine," Harry said as he kissed MJ's hand and she giggled.

_I think I'm going to like him._

* * *

**ULTIMATE SPIDER-MAN #21 "THE CAT, THE HUNTER, AND THE SPIDER PART III"****

* * *

**

Spider-Man gazed at his mysterious opponent while many thoughts went through his mind. _Who is this guy? How did he sneak up on me without triggering my spider-sense? And what could he possibly gain from my death?_

"I see that we have an unwelcome guest," the mystery man said as he licked his lips while eyeing the Black Cat. "She shall bear witness to what I do today before I claim her life as well."

"No one's life is getting claimed pal. I don't know who you are, but your fashion sense is obviously out of date," Spider-Man replied.

The mystery man chuckled. "I see. That is quite a brilliant tactic. Rile your enemy up so that they lose focus, become distracted, easier to handle. It seems that you are everything I imagined you would be."

_Hooboy this is not good. Obviously, this guy isn't some untrained idiot. He can see right through me._

"I hope that you have more tricks up your sleeve Spider-Man otherwise this game will become very dull very fast."

"Just who are you? And do you honestly think of this as some kind of game?"

"Ah yes pardon my poor manners. My name is Sergei Kravinoff. But you may call me Kraven the Hunter."

"You mean the big game hunter?" Black Cat said.

"The one and only," Kraven replied with a gentlemanly bow.

"Okay so you're a big game hunter…what does my death have to do with you?"

"It is quite simple Spider-Man. You are the stepping stone on which I test myself before I take on greater game."

_This guy is a total loon. I have to lure him away from Black Cat because I don't want her to be injured in my fight with this cornball. Once I'm done with him I'll pick up Black Cat and drop her off outside the police station._

"If you want me so bad Kraven. Come and get me," Spider-Man said as he fired a web-line and swung off.

"Very well let the hunt begin," Kraven said as he jumped over the ledge and followed in pursuit of Spider-Man.

Abandoned by her captor and their guest, Black Cat makes use of her free time to cut through the webbing and free herself. She rises to her feet and her eyes immediately set in the direction Spider-Man and Kraven went. _Good luck Spider-Man. _Black Cat turned and took her leave.

---

MJ wiped the tears from her eyes as she and Harry laughed, "You should have seen it. My god. Peter fell right over the banister and right into the manure. Everyone in the park was laughing including Jess and I. That was like two weeks ago. I felt so sorry for him, but he kept an upbeat attitude about it."

"This Peter guy sounds like some one special to you. He's all you've talked about."

MJ became silent.

"Did I say something wrong?"

"No. Its not you Harry. Its just some stuff I have to deal that I don't feel like talking about."

"Well okay, but if you ever do," Harry said as he took MJ's hand. "I'm all ears."

"Thanks Harry," MJ said with a smile. She looked at her watch and put her hand to her mouth. "Oh my god, look at the time. I have to get home. Um, see you again?"

"Count on it."

MJ stood up, pushed her seat in, and left. Harry ordered another drink and sat at the table in stock silence. He raided his jacket pocket and pulled out a needle and a small vial. He gazed at the back door, grabbed his drink, and headed out back.

---

Spider-Man sailed through the air as he traveled from one roof to another. He stooped down and viewed his surroundings for any sign of Kraven. A sound startled him and he leaped back into a crouched position. Suddenly, without warning a pair of thick and wide hands grabbed Spider-Man by the back of the throat and the heel of his foot and sent him flying into smokestack. Spider-Man sagged like a ton of bricks from the horrific force of the impact. Stars danced in his vision. He felt those same hands grab hold of his throat again and the thick Russian accent of Kraven filled his ears.

"This is pathetic. I expected better from some one so widely regarded by the media. I expected to face the man who defeated the Black Panther not some rookie who was taken out by a common sneak attack."

Spider-Man's thin long fingered hand gripped the wrist of the hand that Kraven was using to hold him by the throat and with simple application of force; he made the big game hunter let go. This surprised Kraven, but he was quick to act before Spider-Man could by using a form of tranquilizer dust that he held in his other hand. Spider-Man fell over Kraven's thick muscular arm unconscious.

_Impressive Spider-Man. You truly do have a fighting spirit. It is time to see how well you do on my turf. Then we will see if you are as worthy of my time._

---

Flash Thompson walked into the weight room at school with a towel around his neck. He made a beeline to the bench press, put his usual limit on, and got under the weights to begin his exercise. With every rep he did, he could hear the words from MJ's Aunt when it came to him. _My niece wants nothing to do with a despicable sex offender such as you. Now don't call here again. _Flash pushed himself harder as those words caused the pent up anger to swell up inside of him. Each moment his rhythm started to become more rapid until finally he stopped and set the weight back on the rack. He stared at his reflection in the mirror that was bolted onto the wall and he picked up a dumbbell and threw it at the mirror. Pieces of glass spilled onto the floor after the dumbbell crashed through. Flash picked up his towel and left the room before anyone could came around to see what the commotion was.

---

Spider-Man woke up finding himself in the midst of some kind of jungle. He put his hand to his head as the effects of the drug wore off and he started to search around to find out where he was. Pushing past some thick underbrush, he found himself inside of the new Prospect Park Zoo African Jungle exhibit. The speakers' overhead flared to life with the sound of Kraven's voice playing on them.

"You're probably wondering why I brought you here. The answer to that is very simple. I don't want any interference from those costumed associates of yours. I'd rather this fight to the death be simply between you and I. You may try to escape, but know that I am watching every move you make and that I will hold back nothing."

Spider-Man's spider-sense drew his attention to a rustling sound behind him and he turned to see a rhinoceros charging at him. He leaped over the rhinoceros and cast a glance back to see it continue its path into the other parts of the exhibit. Every nerve was on edge, as the wall crawler had no idea when or where an attack would come from. He started toward the deeper parts of the exhibit when Kraven snuck up behind him, grasped onto his head and applied a sleeper hold that cut off the circulation to his brain. Spider-Man felt himself getting weaker and his vision started to grow dim. He threw everything he had into an elbow shot to Kraven's ribs. Kraven stumbled backwards clutching the area the hero struck. Not letting up on his attack on Kraven, Spider-Man sprung on to his palms and shot his feet into Kraven's face sending the overzealous opportunist onto his back. While Kraven was down, Spider-Man flipped along the floor, shot up into the air, and came down on Kraven's stomach causing spittle and small traces of blood to leave his mouth. Spider-Man grabbed Kraven by the hair and looked into his eyes while he pulled back his fist.

"Do you give up?" Spider-Man yelled. "DO YOU?"

"Nyet!" Kraven said as he hit Spider-Man with a shot to the web-head's temple. "I will not quit until you or I fall!"

Spider-Man's foot flew back catching Kraven in the groin and with a single fluid motion the tragedy inspired gangbuster followed, it up with a flipping mule kick to Kraven's chin. As soon as Spider-Man's red boots touched the grass, he could already hear Kraven getting up for another round. Spider-Man flung himself onto Kraven knocking them onto the ground with him on top of his aggressor. He quickly took advantage of his position and slugged his foe repeatedly until the mighty hunter lay motionless beneath him. Picking himself off Kraven, Spider-Man pulled his mask up a bit and spit out some Phlegm. He jerked his mask back down and directed his attention back to where Kraven had been lying a moment ago.

_Damn, he got away when I wasn't looking. Sigh, I had better go take care of my business with the Black Cat and then head home. Aunt May must be starting to worry._

---

Black Cat slipped through the window of her apartment shutting it behind her. A careful grace is taken to peel of the skin-tight leather outfit to reveal the sweat-ridden skin beneath. She prances toward the bathroom where she climbs into the shower letting the warm water wash away the tension from her muscles. She thinks back to the scary moment with Spider-Man where it seemed like he was going to drop her, but as she stood underneath the shower head letting the water run down her face her eyebrows raised up as it dawned on her what he had attempted to do to her. A thin smile formed on her face. She knew his game now. It wouldn't be so easy when next, they meet, but for now she would lie low and let the hero have a break because she knew that he would beat Kraven. She promised herself that with this time off, she would reprioritize and come back better then ever and not even Spider-Man could stop her.

---

Peter finished stuffing his costume in his backpack and slipped into his room. He came down the stairs just as Aunt May was coming into the house.

"Peter? Where have you been?"

"Here."

"Don't lie to me I was just here a half an hour ago and you weren't here. You didn't come home from school and I just came back from searching for you."

"Aunt May I was here. I was up in the attic cleaning up."

"How come I didn't hear anything then or see you come in," Aunt May said as she crossed her arms and glared at Peter.

"Because I was trying not to make too much noise and I wanted to surprise you."

"Well we will just see if you're telling the truth," Aunt May replied with the appearance of mistrust in her eyes.

Aunt May headed up the steps followed by Peter and when they went into the attic, she was surprised to find the attic was all-clean. She was shocked to say the least. She gave Peter a hug, "I'm so sorry I doubted you."

"Its okay Aunt May."

"I'll go fix dinner right now."

Aunt May went downstairs and Peter eyes focused on the outlined shadow against the wall.

"Well, I guess I owe you one."

"I'll be sure to collect," The shadow said before completely vanishing from sight.


	23. Chapter 22: Last Night

_Ultimate Spider-Man #22 "Last Night"_

_Written by Mick Edwards_

Peter rubbed his head. He was dead tired from all the studying he had done plus the two hours he spent on patrol. He had thought of going to sleep, but so much was on his mind. The attack by Kraven had left him sore, but fine nonetheless. Jessica had come over just a few moments after he had gotten back and she was waiting in the living room. Aunt May was off at work again. She worked in a nursing home run by a friend for some extra money because the insurance check from Uncle Ben's SSI was almost used up in just keeping the house and the bills paid. When Peter had gotten downstairs Jessica regarded him with her big brown eyes. There was something different about the way she was looking at him then all the other times. Peter came over to the couch and sat beside her. For a moment he sat there silently then started to say something when Jessica blurted out, "Peter, I think I'm in love."

"With who?"

"You know who," Jessica said with a smile.

"I do?" Peter replied with clueless expression on his face.

"Carl, Peter."

"Oh right. So you two are what taking things more seriously or just dating more frequently?"

"A little of both. We don't want to rush into things. Plus the age difference."

"Yeah," Peter said rolling his eyes. "That can cause a lot of headaches."

"Well, as long as he and I are together that's all that matters. Right?"

"Yeah, of course."

The two sat in another moment of silence when Peter turned his head to look out the window. Jessica gasped when saw the welt on the side of his face. She put her hand on his shoulder and he shirked away in pain.

"Peter, what happened?"

"Eh, I got into another fight with a y'know."

"Again."

"Yeah."

"What is that like twelve times you have been injured in the past ten months?"

"Hrm. More like two. I have yet to be seriously injured."

"You're pushing your luck."

"I know."

Jessica rubbed Peter's hand and he took notice of it. A smile crossed as his face as he looked into her eyes.

"Well I have to go. I got a test tomorrow on Japanese spirituality."

"Hunh, is that Mortimer's World History class?"

"Yep."

"You're going to need all the luck you can get. I was among the ten percent that actually passed that class."

Jessica groaned. "You had to tell me that."

"Hey, he's a strict teacher. That's why they call him Mr. Perfect because he expects nothing, but perfection out of his students."

"You really know how to brighten a girl's day. I'll see you tomorrow Pete."

"Later."

Once Jessica was gone Peter flopped on his bed. He was studying eastern philosophy and modern socialism and economics. Two topics that were very hard and required a lot of attention. The one good thing was the eastern philosophy class allowed him to write his essay on any movie that heavily relied on philosophical undertones. His choice was a movie called Fearless. He turned the DVD on and rested his head against the pillow. Barely a moment later he nodded off.

--- MJ laid on her stomach with her feet dangling over the edge of her bed. She held her cordless phone in one hand and sucker in the other. The phone rung off the hook and she sighed. "Peter, why don't you call me."

She turned over on her back and dialed Liz's number and hoped she was up. It took a few moments, but Liz picked up and answered.

"Hey MJ, what's up?"

"Hi Liz. I was wondering have you talked to or seen Peter at all?"

"No. I did speak with Jessica. She said she has seen Peter, but he's been really distracted."

"I wonder what's gotten to him."

"I dunno. Oh by the way girl. Harry is been asking about you."

"Really," MJ said with a smile. "Give me the juicy details."

"Well, he's like so what kind of things is MJ into and I'm like well you know stuff. He's like kay. I asked him if he was interested in you. He was like well I don't know. I was like how can you not know? Y'know."

"What do you think I should do Liz?"

"How should I know girl. He's obviously interested. Why wait for Peter to be a man when you have one waiting for you."

"You have a point Liz."

"I always do. I'm what do you call it. Perceptive."

"That you are," MJ giggled.

"Hey, just remember I know where you live."

"Oh I am so scared."

They both laughed.

"Its been fun MJ, but I really have to study now. I'll catch you later."

"Sure."

MJ sighed again and sat the cordless down on the hook. Well, MJ you have to ask yourself. Do you want to wait for Peter even if he never comes around or do you go for some one who is right there in front of you?

MJ closed her eyes. She hoped the answer would come to her tomorrow.

---

Flash sent the bowling ball in his hand rolling down the alley for the strike that his team needed. He slapped his best friend Kenny "Kong" Harlan five and pointed at the losing team. "Eat it losers!"

"You guys owe us sixty bucks. So pay up."

"Fine, fine."

The leader of the other team handed Kenny the money and he gave Flash his split. They watched as the geeks wandered off in defeat.

"Man that was so cool. The Flash does it again!" Kenny said.

"Just like old times Kong."

"Yep, just like old times."

The two looked away from each other for a moment. Kenny scratched his chin. "Ever since I got put in that group home nothin's ever been the same."

"Yeah..."

"I mean I've earned my freedom and stuff, but man it left such a scar on my soul."

"What's a matter man?"

"I...its nothing."

"You sure. You know you can talk to your old pal Kong."

"I know. Its just I'm going through hell right now and I don't feel like talking about it."

"Your dad still being a fucking jerk?"

"Oh yeah. He knows how to rub in how pathetic and worthless I am. I'm such a disappointment in our family," Flash replied.

"Hahahah! Still the sarcastic motherfucker I left behind."

"Till the day I die."

"Well, man, its been great, but I have to go. I have to do a double shift tomorrow. I'll cya later."

"Later man."

Flash watched Kong go and silently cursed himself.

---

Harry took a drag of the weed his buddy passed him and blew a ring in the air. The stars in the sky left a pretty picture of wonder. Harry's buddy Devon slapped him on the back.

'Hey man, you're daydreaming again."

"Yeah I know."

"You still planning on ripping off your old man? I might know some boys who could help out."

"Yeah, I am. The son of bitch has never been there for me and its time I took away what he really treasures."

"That's deep man."

"I know," Harry replied taking another puff of the weed."I got my eyes on a girl. She's hot to trot."

"You lookin' ta get hooked up?"

"Maybe. You remember Liz Allen right? The air head I've known since second grade?"

"Yeah, mmm man I'd love to be up in there."

"I'm tryin' to tell you somethin' man."

"Sorry. Go ahead."

"Any ways, Liz is tight with this girl. Of course, she's dumber then a brick and she's always been infatuated with me so she'll do almost anything I say."

"So you hope she'll set you up with the bitch."

"That's the plan."

"I like the way you think my friend."

"I know that's one damn gift that I'm thankful for getting from my old man."

"So what do you want to do next?"

"Let's go break some shit."

--- J. Jonah Jameson looked over the edition that would be released tomorrow morning. The title read Gang-War erupts in NYC. Citizens stricken with fear. Jameson nodded his head proudly of the job Urich did, though, he was still fuming over Parker's screw up.

Sometimes I wonder what runs through that boy's head.

JJ heard a knock on the door and took the cigar from his mouth, "Come in."

Robbie Robertson came in and shut the door behind him. "Hey JJ, I just wanted to let you know that I left a message on Parker's cell phone. I'll talk with him in the morning about his mistake."

"I should fire that kid...but he reminds me too much of myself when I was his age. Like him I had the whole world against me and I had to fight hard for everything I own."

"Its a rough world JJ. Kids are having a rougher time then we did at their age."

"Yea," JJ said. "I don't suppose you heard anything more about this Daredevil article that Ben's idiot nephew Phil has been working on."

"I'm afraid I have. Phil thinks that this Daredevil character has ties to one of the Kingpin's alleged crimes."

JJ rubbed his temples. "Bury the article and give Phil a new assignment. As long as Wilson Fisk has politicians and the like in his pockets no one can touch him."

"Understood JJ," Robbie replied. "I'll talk with Phil in the morning. Right now I have to get home for supper."

"Later Robbie."

"Later JJ."

---

Fisk had his back turned to his guest and took small sips of his martini. He turned around slowly and smiled at Alejandro Del Torres, a ruthless Columbian drug dealer and one of the top five of the FBI's most wanted. Fisk offered Alejandro a seat that Alejandro gladly accepted.

"I'll get straight to business Alejandro. I'm having a bit of problem with a punk calling himself the Crime Master. He has taken every opportunity to attack the shipments of drugs that you give me and laugh in my face. I think this fool has seen two many gangster movies."

"What do you want me to do about it? I've got enough problems of my own."

"I know. I ask a favor. I need to borrow some of your crack cocaine to bait a trap for this thorn in my side."

"Why should I let you borrow it Kingpin? You already owe me money for the shipments that you didn't sell."

Fisk sat his glass down on his desk and steepled his fingers in front of his chest. "I'm sure El Presidenta Marco Salvador would love to know about you're involvement with his daughter's death. In fact I'm sure that General Davis would love for you to explain the whereabouts of his son."

Alejandro's face contorted in anger, "You dare threaten me! I could have you killed."

"You know the power I possess Alejandro. I have world leaders in my back pocket. So you don't scare me."

Alejandro bit his lip and closed his eyes to calm himself. After a moment to think he nodded his head.

"Splendid. Once this whole incident is over I will see that you are paid for your inconvenience."

Alejandro nodded again and left escorted by his two guards. The Kingpin allowed himself a conceited smile.

---

Crime Master sat in his office with a cigar dangling from his lip and his blood-shot eyes focused on the picture of a older woman with dirty blonde hair holding a young girl on top of her shoulders. The little girl had a lighter hair then her mom. Off to the side was the picture of a man with stubble on his face and a look of happiness in his eyes. Crime Master got up and pulled the picture off the wall and tossed it to the floor. No more memories would haunt him. He ran the back of his hand against the long and wide scar on his cheek. Soon it would be payback time.


	24. Chapter 23: Born Only To Die Again

**Ultimate Spider-Man #23 "Born Only To Die Again -- A Gang-War Prelude"**

**Written by Mick Edwards**

Spider-Man swung high over the city streets with his mind running through the urgent message he received earlier from his best friend Matt Murdock. The tone in his friend's voice made it clear that he needed help right away, so, Peter headed out in his colorful spandex to Hell's Kitchen to find out what the trouble was. He dropped down on the roof top of the old Brownstone and climbed down the secret entrance to Matt's home away from the office. As he looked around at the unique decor that the inside had, he was amazed by what was on the sides of the living room. Spanning the length of the walls of the living room were portraits of angels and demons each portrayed in different forms of religious battle. To the far right of the room was a weight set where he figured his buddy spent most of his time in order to kept in shape. Matt came in through the side room on the left and greeted Spider-Man with a wave.

"Hi Peter."

"Matt, is everything okay? You sounded upset on the phone," Peter said after pulling his mask off.

Matt sighed, sat down on the sofa in the middle of the room, and motioned Peter to sit down. "You already know I'm investigating an attack on a friend of mine. Well, I found out through one of my stoolies that Crime Master has really angered the Kingpin. The war is here Peter and like I asked you before. I need your help now."

"You have it -- What do we do first?"

"We need to find out what the Kingpin has planned. We hit his lieutenants and see what they know. The first one we should hit is Donald "Dynamite" Putter."

"Sounds like a plan."

"Let me take a moment to change and check on my friend then we will go."

"You're friend is here?"

"Yes. She is bed ridden."

"Oh. I'm sorry."

"Wait on the roof for me will you."

"Of course."

Matt went into his bedroom where his radar sense confirmed that Elektra was still in the bed and her steady heartbeat made it easier for him to leave her alone. He slipped his costume on after disrobing and made his way up to the roof.

"Ready to go?"

"You bet," Spider-Man replied.

The two swung off into the night.

---

Liz waited by the entrance to youth center for Harry. While waiting she ran a hand through her long, lovely hair and smiled at the guys that passed by. Harry pulled up in a blue two door Dodge Ram and opened the door for Liz to get in. She hopped inside and they drove off in a hurry.

"Why are you going so fast Harry?"

"Because I want to beat traffic. You trust me don't you?"

"Of course."

"Good."

Harry let a smile cross his face as he entered the rougher part of the neighborhood and made a left on a side street. Liz began to wonder where they were going until she saw the garage door they pulled up to, which retracted after Harry hoinked the horn.

"Don't worry Liz. We're just going to meet a friend of mine."

"Okay..."

Harry parked the truck in the corner of the shop and got out leaving Liz by herself. She scoped out the place wondering who Harry knew here. It was roughly several moments later when Harry came back to the truck with a tall, slender black male trailing a few steps behind him. Liz looked Harry's friend over before turning her head.

"Liz I'd like you to meet my friend Damon."

Liz crossed her arms and huffed. "So are we going out or not?"

Harry looked at Damon, "You comin'?"

"Sure."

"Get in."

A double door slam later they were driving off into the night.

---

A body flew through the window of the Double Deuce bar and landed on the street. Inside the low-rent establishment bodies were laying everywhere with Spider-Man and Daredevil in the middle of the bar each holding an unconscious regular. Daredevil listened to the slightest sounds around them to see if any of the regulars were awake or in the process of waking up. He heard a groan and pointed to a hefty man propped up against the bar. Spider-Man grabbed him and lifted him off the ground.

"Tell us where Dynamite Putter is Tubby."

"I don't know nothin' about a Dynamite pal."

"He's lying."

"You hear my friend. He said your lying," Spider-Man said before he dealt a punch to the fat man's stomach. "Now tell us where is Dynamite Putter!"

The heavy set man struggled vainly in Spider-Man's grip, "All right. He's over at Defalco's toy store."

"That's all we needed to know," Spider-Man said as he tossed the fat man against the bar.

The two heroes walked out of the bar when Spider-Man turned to the roof across the street. Some one was there, but he pretended not to notice. As soon as they swung off the figure on the roof stood up and breathed a sigh of relief. Not even a moment later this conspicuous watcher heard some one clear their throat and turned around to see Daredevil twirling his Billy club.

"Spying on people isn't very nice."

The suspicious observer ran for it and Daredevil launched his Billy club nailing the person in the back of the head. He walked up to the unwanted stalker and kneeled down to make sure his suspicions were correct.

"And who might you be ma'am?"

"That is none of your business," the woman hissed after she had removed the hat from her head and rubbed the spot where Daredevil's Billy club struck.

"Well then might I ask why you are following my friend and I?"

The woman looked away.

"You are Vanessa Fisk aren't you?"

"What are you talking about?"

"That perfume you're wearing. The Kingpin always buys it this time of year for his wife. I can recognize the smell anywhere."

"What if I said I was. Are you going to kill me?"

"No. My vendetta is with your husband."

"Then it just may as well be with me. You don't know him like I do."

"I know that he ruined my life and he has ruined others. That is all I need to know."

"You really are a fool. You have no idea what you are doing to my family."

"And you don't know what he did to mine. So we are even Mrs. Fisk."

Daredevil stood up, walked to the edge of the roof then stopped, and looked over his shoulder at her. "You should go back to your husband. It isn't safe out here where the devils roam."

With that said the relentless avenger leaped over the edge and swung off.

---

Alejandro took a drag on his Cuban cigar and looked at the drug shipment he was loaning out to the Kingpin. As much as he didn't like doing this he was more then aware that the Kingpin could back up his words. It was because of the shipping empire that the Kingpin had created, which spanned the world that a former street urchin named Wilson Fisk could make such threats. The shipping business had made Fisk very wealthy and influential with many world leaders, senators, and even governments. Alejandro hoped that his long time business partner would make good on his promise for a reimbursement for the drug shipment they are using to bait the Crime Master. Other wise he would have to take matters into his own hands and find another way to get his due.

---

_So it begins._

Wilson Fisk sat with his back to the entrance of his office as he took in the beauty of the New York skyline. A simple knock on the door captured his attention and he spun his chair around and slowly picked up a Cuban cigar out of his special stash. "Come in."

The door opened and in walked his wife Vanessa. It was a most unexpected sight that had the troubled mob leader at a loss for words. "My dear what is wrong? Why did you come here without an escort?"

"Because Wilson, I am getting tired of your wars," Vanessa yelled. "Ever since you came back to us and had your eyes fixed so you could look at us again, you've been solely focused on getting your revenge on that Daredevil person. And then when this Crime Master character appeared -- you've involved yourself in a pity battle with him. Why can't you just let it go so you, Richard, and I can be a family."

"I..." The notorious leader of the New York underworld got up from his chair and walked over to his wife. There was a look of hurt in his eyes. "I can't. You don't know what you are asking Vanessa."

"I'm afraid that you have no choice Wilson. Either you let go of all of this or I take our son and leave you."

Fisk's face was wrung with sorrow and pain. He gazed up at his wife.

"If this is the way it has to be Vanessa, but understand that what I do now and afterwards is to make sure that young Richard's future is clear."

Confusion laced Vanessa's face until Wilson raised a gun from his pocket and with regret in his eyes shot her twice. After a disturbed silence settled into the room, a call was made for a clean up crew to dispose of her body and the gun while a separate call was made to cancel all of his appointments today so he could privately mourn her passing.

---

Spider-Man and Daredevil dropped down on top of Defalco's toy store and made for the sky light entrance. Spidey started to reach for the sky light to pull it open when Daredevil stopped him.

"Hold on a second."

"What is it."

"They're waiting for us."

"What do you wanna do."

"Follow me."

---

Dynamite wiped his sweaty forehead while he looked over the his corner of the store. He turned to his pal Poncho who was across from him. "Poncho, you see anything?"

"No," Poncho whispered back.

Dynamite nodded his head and turned to other side of him to ask his other pal Tony only to find Spider-Man standing over top of him. He fell to his backside and shouted, "Spider!"

Poncho spun around to open fire on the web-slinger, but he was nailed from behind by webbed-wonder's partner.

"Dynamite Putter I presume."

Dynamite backed away from Spider-Man as the costumed wall-crawler closed in on him only to back into the reach of Daredevil. The relentless avenger picked Putter up and held him in front of Spider-Man and he could feel Putter's pulse raise significantly as Spider-Man drew closer.

"My friend scare you Putter?"

"I-I can't stand spiders!"

"He's arachnophobic," Spider-Man said with a smile beneath his mask.

"Tell us what the Kingpin is planning or I'll let the big nasty spider here get his hands on you Putter."

"N-no!"

"Tell us Putter or you'll end up a full course meal for my friend here!"

"He's baiting a trap for the Crime Master. A drug shipment will be delivered to the Kingpin's factory in the west side tomorrow and the boss hopes Crime Master will take the bait so the new guy can take care of him."

"How will this shipment be delivered?" Spider-Man asked.

"One of the boss's shipping trailer's."

"Which way is it coming from?"

"I dunno."

Spider-Man glanced at the Devil of Hell's Kitchen who nodded his head.

"Thanks Putter. You've been a real help."

Daredevil slugged Putter knocking him out.

"What do we do now?"

"We find that trailer and bait a trap of our own."

"Good plan."

The two took off into the night unaware of the concealed figure stalking them.


	25. Chapter 24: Gang War Part I

**Ultimate Spider-Man "Gang War Part 1"**

The winds howled as an object streaked across the sky and struck the pavement with such force that a crater was left in it's wake. Inside the crater laid Spider-Man unconscious with his costume all torn up and his body riddled with assorted cuts and bruises. A crowd gathered around him wondering what could've fallen the wall-crawler when a masked man in green costume with a long barbed tail landed not too far away and walked up to the crater. He looked down at Spider-Man with sinister green eyes and reached down picking the hero up in his arms and placed him over his shoulder. The crowd was startled by the garbed masked man's appearance and even more frightened by the light of madness in his eyes. They slowly backed away as the stranger walked past and leaped away with Spider-Man in tow.

---

The red Billy Club of Daredevil sailed through the air and bounced harmlessly off his muscle bound attacker's chest. Daredevil had no clue who his foe was and even less of an idea why this person had chose this moment of all moments to mess with the guardian devil of Hell's Kitchen. All he knew was that he had to catch up to Spider-Man to prevent the eventual war that would spill out onto the streets between Kingpin and Crimemaster. To do that he had to get past the black leather wearing clown in front of him.

"Listen, whoever you are, I have no beef with you so why don't you let me be so I can prevent the blood-shedding from spilling out into the streets," Daredevil said as he completed a somersault over his foe.

"Fraid not Horn Head. My boss needs this war to prove who is the superior crime boss in New York and you're getting in the way of that."

"Well then I have news for you chum. You're in way over your head taking me on," Daredevil said with a dark grin as he motioned his opponent to come at him.

The heavily muscled brute charged at him with a full head of steam, but missed as Daredevil side stepped the attack and hit him with glancing blow. The masked enforcer stumbled around dazed by the strike, but managed to catch himself before he fell to the street. When he turned around Daredevil hit him with a shot between the eyes followed by a blow to the groin and an uppercut that knocked the him off of his feet. Daredevil stood over his opponent then bent down and pulled the man's mask off and grabbed him by the throat.

"Who are you? Talk now!"

"Zaran, I was sent here to stop you from interfering in Crimemaster's plan."

"Well Zaran you've cost me valuable time so I think it's only fitting I cost you something just as valuable."

"What?!"

A blade extended from Daredevil's Billy Club and he held it over Zaran's crotch and watched as a look of pure horror formed on Zaran's face. Daredevil smiled and made a swiping motion that had the hired enforcer screaming his lungs out until he passed out from the shock. Assured that his foe was unconscious, Daredevil retracted the blade and walked away leaving Zaran with his hurt pride.

---

Harry pulled his truck up beside the Allen house and Damon let Liz out. She wobbled as soon as her feet touched the sidewalk and put a hand to her head as she was extremely dizzy. Damon helped her to the door and made sure she got safely inside before he raced back to the truck and jumped back inside.

"Go dammit go," Damon said as he slammed the door

"Damn that was close," Harry muttered after they pulled away quickly.

"Did you get what you wanted out of her?" Damon asked.

"Yeah, it took some doing," Harry replied with a smile. "But I know what sets MJ's fire."

Damon grinned ear to ear, "Well that just leaves raiding your dad's house."

"Yep."

"When do we pull the job, Harry?"

"Soon. Very Soon."

"Then let's top the night off with some strippers."

"Woooooo!"

---

JJ strode through the bustling activity in the press room straight to his office and slammed the door behind him. He took a seat behind his desk and looked at the files laid on his desk. He sorted through them and noticed a letter from his son John Jameson. He immediately opened up the letter and found a picture of John in uniform standing next to a black haired blue-eyed bombshell. JJ looked up through the windows of his office, got up, and closed the blinds then returned to his desk. He pulled out the second item that was inside the envelope with the photo. It was a wedding invitation.

_**Eric and Alice Kafka cordially invite you to the wedding of: John Edward Jameson and Ashley Ann Kafka.**_

Jonah opened his desk drawer and grabbed a cigar out of his box of smokes. He lit it up and took a drag as he examined his new daughter-in-law.

"Damn, ten years and you go and find yourself a girl."

Jonah heard a knock on the door so he put his box of smokes, the wedding invite, and picture away and shut the drawer, "Come in."

Ben Urich walked in with a displeased look on his face.

"What do you want, Urich?"

"Why did you bury my story, Jonah?" Ben asked with his temper flaring. "I've worked for years on it!"

"You know that we can't handle the trouble Fisk can bring down on us, Urich," Jonah said, raising his voice. "As much as I want to nail him we can't do anything until he gets caught red-handed."

"So we just do nothing? We let Fisk sit atop his tower and kill more people with his drugs and his wars? What happened to your **integrity**?"

"You don't have a son to worry about, Ben. I lost my wife because I wouldn't back off a story. I won't lose my son now because of that earlier mistake."

Ben shook his head and left before he could say something he'd regret leaving Jonah frustrated over the matter.

---

The Kingpin sat behind his desk with a pile of photographs laid before him. He looked through each one of them trying to sort out who he would use to replace Elektra since her mysterious disappearance. He had tried to contact Bull's-Eye, but none of his men could locate the world's deadliest marksman. That left the Kingpin defenseless at the moment. Gargan was useful in his own ways, but Kingpin didn't trust him that well due to his history of mental instability listed in his record. He required some one more manageable. Some one he could easily manipulate. Some one like Herman Schultz, the man notoriously known as the Shocker. He checked out the phone number listed in Schultz file and dialed the number. After a few rings a voice came on the other end.

"Yea?"

"Is this Herman Schultz?"

"Yes."

"Then I have the right number."

"Who is this."

"The Kingpin."

The Kingpin could hear Schultz choking on his drink then muttering some curses in the background before he came back on. "Ah, what do I owe the pleasure sir?"

"I have a job for you that I'm sure you would appreciate since I hear business isn't good with your current employer."

"Things could be better -- much better. So if you have a better offer I'm all ears."

"My two top assassins have been indisposed and I need some one to come in as my right hand man. Have you ever tangled with Spider-Man before?"

"No, but I'd love a shot at that bug-eyed freak."

"Good. I'll have my secretary arrange a time where we can meet."

"You won't regret this. I promise you that."

"I would hope not."

Kingpin hung up the phone and turned his attention to a small monitor built into his desk, which showed Spider-Man hanging from some manacles surrounded by some goons and Gargan.

"Soon you and that troublesome friend of yours will be out of my hair."

**--- **

Crimemaster and his thugs had set up a roadblock in the middle of the highway waiting for the tractor-trailer that was delivering cocaine to the Kingpin's dealers. He had a cigarette dangling between his teeth while his men were on the look out. Several thoughts ran through his mind as he reflected on the next bust they were going to make. One of them was a thought of the family in the picture that he destroyed. A family that seemed so far away. Left in the then and lost to the now. He took a deep drag on his cigarette and blew the smoke through his nostrils letting the nicotine set in his lungs. Barely a moment passed when one of his men spotted the tractor-trailer heading their way and tapped him on the arm. Crimemaster got out of his car and drew his gun.

"Remember. Don't leave anyone alive."

His men gave a silent nod and loaded their first round into the chambers of their guns and took aim. Upon noticing the roadblock the eighteen-wheeler picked up speed and Crimemaster gave the signal to open fire. The bullets zipped through the air and ricocheted off the big rig's armor plating. The driver inside the tractor laughed as he pressed a switch on the dash and the side panels of the trailer opened up to release drones armed with small caliber weapons. The drones flew around ripping into Crimemaster's men with a relentless barrage of firepower allowing the tractor-trailer to barrel past and escape with it's freight. Crimemaster dove for cover as bullets flew all around him. From his safe position under his car he could only watch on in horror as his men were wiped out by the mechanized drones. By the time they were done with their assault and moved on, he was the only one left among the dead bodies laying across the highway. He pulled himself out from under the car looking around at all the men he lost then turned to the heavens and screamed cursing Kingpin's name.

---

Spider-Man hung a couple a feet in the air unconscious by a pair of manacles clasped to his wrists. In the corner Gargan watched over the young crimebuster with his arms resting over the back of the chair he was sitting in. He waited eagerly for the web-slinger to wake up so he could rough him up again, but as of yet the wall-crawler hadn't awakened. The constant waiting started to get on Gargan's nerves so he got up and walked over to the web-swinger and slapped him across the face. The web-spinner shook his head and tried to clear his thoughts and allow his vision to come back into focus. He was startled by seeing Gargan standing in front of him grinning.

"Mornin' sunshine."

"Wha-where am I?"

"Here or there, which I suppose isn't much of an answer, but it will have to do for now."

"Who are you? Why did you attack me?"

"Me? My name's Scorpion and I've been elected to be your worst _nightmare!_"


	26. Chapter 25: Gang War Part II

**Ultimate Spider-Man #25 "Gang War Part 2"**

_They say true terror comes when you least expect it. For me your friendly neighborhood Spider-Man terror came in the most tragic way that I couldn't possibly have expected it._

Spider-Man stared petrified at the sight of his deranged foe. He was so caught up in his fear that he barely noticed the stream of urine flowing down his leg and soaking his pants. Never in Peter's life had he expected to be humbled so badly by such a powerful foe especially in front of so many onlookers. Yet, right in front of him stood a creature that was stronger and faster then him. A man whose abilities were equal if not superior to Peter's own. This man, this monster stalked up to Spider-Man and kneeled down with in eye-level of him. His lanky, but tall frame towering over the much smaller web-slinger. The smell of sweet and sour teriyaki overpowered the hero's nostrils.

"Mornin' Spider-Man," he said. "It's almost time to play."

"Wh-who are you?" Spider-Man said with a frightened tone.

"My name is Scorpion, but to you I'm the ultimate predator and you're my _prey_."

The emphasis on Scorpion's words made Spider-Man cringe and he turned away as he felt a cool breeze brush against the exposed right side of his ribcage. Seeing freedom so far away caused him to feel the icy fear of desperation clawing at his veins. He needed to escape, but the question remained was how he was going to get past Scorpion to do it. He swallowed back the building wave of bile gathering in his throat and gathered all the courage he could muster for the plan that flowed into his mind. He noticed Scorpion had stalked off to the other side of the room to finish the food left for him. So if any time was good it was now.

"H-hey freakshow," Spider-Man said as he struggled to sound confident.

Scorpion turned to Spider-Man with eyes narrowing at the web slinger and his face contorting in rage.

_It's working. I have to keep at it. C'mon Parker you can do this._

"Listen you variety show reject -- you only beat me because I was just warming up. Now that I'm done warming up you wouldn't stand a chance against me."

"You lie! I'm better then _**you**_!"

"Then prove it! Let me free and we'll see who is the real champ around here."

"You wall-crawling weasel! You wouldn't last three seconds with," Scorpion started to say as he unshackled Spider-Man's wrist, but a swift blow from the web-swinger sent the villain flying across the room. Using the precious time his trick had bought him, Spider-Man unshackled his other wrist and both ankles.

"Well, Scorpion ready for round two?" Spider-Man asked as crouched in front of the area where he was shackled just a moment ago.

Scorpion leaped at the amazing one only to miss by mere inches thanks to the reflexes and spider-sense that Spider-Man was gifted with upon his transformation. Scorpion's trajectory sent him colliding with the wall behind the webbed-wonder where he fell to the ground momentarily stunned. Spider-Man leaped up onto the banister and watched as Scorpion took his time to recover and sat up with an enraged look on his face.

"C'mon slow poke. Can't you do better then that?"

"Argh!" Scorpion hollered as he charged at Spider-Man missing him by mere inches. The teen crime-buster had jumped from the banister and swung from a web line to the next building over. Scorpion scowled and chased after his elusive opponent.

---

Daredevil listened to the sounds of the scurried gangsters that were covering the cleverly disguised laundry mat that served as a cocaine processing plant in, which Kingpin could process the cocaine shipments he received from Alejandro and give them out to his dealers all over the New York area. He noticed the shape of the delivery truck pull into the back and as the driver left he had this gut feeling that something was wrong. He searched out with his hypersensitive ears and he didn't hear the familiar heart beat of his best friend or the barely audible click-winding sound of the web shooters Spider-Man used. That meant Spider-Man must have had problems with Crimemaster and his gang or... Suddenly, the sound of hammer being pulled back snapped Daredevil out of his thoughts. He raised his hands up and listened to the frantic heart beat of the lucky goon who caught him perched on the ledge. He could tell by the overwhelming aroma of after shave that his captor was wearing that either the man was really obsessed with concealing his body odor or he was just a punk barely out of his teens who didn't know how to properly use the stuff. Daredevil slowly turned around with his mind set on testing, which guess was correct.

"So, you going to use that or do I break you in half," the masked avenger said with a dark smile.

"D-don't try nothin' man. I ain't afraid to use this thing."

_A kid with a gun. Looks like Kingpin will hire anyone these days Matt my boy._

"Really?" the man without fear asked as he started to slowly walk toward the boy. "Then why don't you?"

The boy trembled as he shakily held the gun in his hand and directed at Daredevil's heart. He started to squeeze the trigger when he dropped the gun, "Don't hurt me man. I-I just wanted to pay back what I owed the Kingpin. I don't want to hurt anybody."

Daredevil pulled his billy club from his holster and flipped into the air. When he caught it he struck the boy across the face and watched as the boy dropped sideways unconscious. "I'm starting to think Peter's making me too soft."

---

"Earth to Mary Jane! Hello! Anyone there?" Liz giggled.

"Huh?" MJ said as took her eyes off the band playing. "Sorry Liz. I guess I was zoning out again."

"It's okay. I take it you're still stuck on Peter."

"Is it that obvious?"

"Its practically written on your face MJ."

"I just don't understand him sometimes," MJ said softly. "It seems like he's purposely distancing himself from me. I know Jessica sees him at least once and a while, but even she worries about what is wrong with him."

Liz crossed her arms over her chest and tilted her head to the side, "You know what you need."

"What?"

"A good mocha shake."

"Oh I agree. A mocha shake would just hit the spot."

The two waved down a waiter and ordered their drinks unaware of the figure that lurked in the shadows watching them.

---

Crimemaster took a sip of his whiskey and threw the flask to the floor. He had been beaten and humiliated all in one stroke with his only saving grace that he got away with his life. Fate was cruel reminder of how the past repeats itself and Crimemaster was learning that his folly might have cost him in taking the Kingpin's throne. If he was going to get back into the game he was going to need more men and there was only one man that could help him. A man who like himself had something to gain from the Kingpin's downfall. Silvio Manfredi alias Silvermane.

---

Standing across from a chess board in the beautiful country side manor of Norman Osborn. Harry looked at the white king with disgust. He walked over, tipped it over, and placed the black king in it's position. It had been some time since Harry had heard from his father. The only person who knew his whereabouts was Winifred, but Winifred wouldn't divulge where Norman was and when he would be back. It was fitting that his father wouldn't be here when the house gets ransacked. It allowed him to come with a clever cover story as to why he wasn't home when it happened. After walking away from the chess board Harry looked out the window and saw his father's limousine pull into the drive way and curiosity started to set in his mind. He started to wonder if his father was back from his trip. Winifred walked out of the house in his usual snobbish fashion and opened the door for Norman who got out of the car. Norman looked straight ahead as if he was looking directly into Harry's eyes and Harry closed the curtain quickly. The look Norman gave him seemed to be of revulsion and perhaps something more, but Harry wasn't going to wait to find out. He headed out the back and took off in his truck.

---

Herman Schultz ran a hand through his sandy brown hair as the guards checked him over before allowing him on the elevator which would take him up to the penthouse office of Wilson Fisk, the Kingpin of the New York underworld. He pulled out a cigarette and lit it up as the elevator pinged when it reached the penthouse office and Schultz stepped inside with an air of confidence about him. Kingpin turned from his position facing the window and examined the man that many in the underworld had come to know as the Shocker. From just a glance Fisk could tell that Schultz despite his padded leather get up was a professional with the way he carried himself. Despite Fisk's bulk Schultz didn't seem the slightest bit intimidated and that impressed the Kingpin greatly. If Schultz was half as good as he was said to be then the Kingpin had nothing to fear from his enemies.

"Please sit," Fisk said as he offered Schultz a chair. "I can tell by your body language that your a very confident man. I can even see that confidence brimming in your eyes. However, such confidence is sometimes marked as the arrogance of a fool who isn't aware of the dangers that lie ahead of him."

"Well, Mister--"

"There is no need to be formal just call me the Kingpin."

"Very well, Kingpin. In my line of business confidence is a necessity if you plan on staying alive. As you are probably already aware I have many enemies in the underworld."

"Yes, and they all fear you because of those devices on your wrists. I take it these are the vibration stimulators that are responsible for creating your breathtaking impact."

Schultz nodded. "You said you have a job for me so I'm here. When do I begin."

"Being over eager are we?"

"Not really. I see this as a perfect test for my abilities and Spider-Man is the perfect opponent to see if I'm worth my reputation."

"I concur," Kingpin said with a grin. "With that out of the way let's discuss how to proceed with the death of _**Spider-Man!**_"

---

Spider-Man swung from another web-line with the Scorpion hot on his trail. So far the wall-crawler had been unable to lose his persistent opponent. As Spider-Man reached the apex of his arc he flipped into the air and booted Scorpion in the face before firing his next line. Scorpion went hurtling toward the street when at the last possible second he put his tail under him and sprung back up into the air in the direction of the fleeing Spider-Man.

"Here I come you fly eating insect!" Scorpion shouted out upon tackling the web-spinning hero before he could release his next web-line. The two crashed through an open skylight with Spider-Man turning them over just in time for Scorpion to take the full brunt of the impact.

Still groggy from the fall, Spider-Man got up first having been spared the rib-breaking impact and started to walk away when he heard Scorpion moan and start to rise. Spider-Man turned to the villain in disbelief that he was still conscious after such a drop.

_What does it take to put this guy down?_

Spider-Man looked around for something to hit Scorpion with when he noticed the large marble statue that stood next to where Scorpion was laying and he fired two web-lines and yanked bringing the marble statue down on the still recovering Scorpion. After the smoke clear from the statue following, Spider-Man lifted it up then kneeled down to check Scorpion over to make sure that he was still alive.

_Just as I thought. The statue only knocked him out. The guy is too tough for a statue like that to do anymore then knock him out. I was only lucky I beat him._

Spider-Man got back to his feet and looked up at the open skylight. _I hope your okay Matt. At least until I change into a fresh costume._

Firing a web-line the spectacular web-slinger vaulted himself out of the room they had crashed in and took off toward home.


	27. Chapter 26: Gang War Part III

_Bitten by a genetically altered spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning sense of a mutated arachnid. Believing that his powers should be used for his own selfish-gain and desiring to get back at those who ridiculed him -- Peter became a masked wrestler only to come home from a scheduled event to find his Uncle Ben murdered by a burglar. Angry with grief Peter tracked down his beloved Uncle's killer and sought to exact revenge only to find that the killer was a corrupted youth who wasn't much older then himself. Redirecting the blame at himself for his Uncle's death and inability to prevent it. Peter fully embraced his Uncle Ben's belief that with great power comes great responsibility. Utilizing his powers to their fullest Peter has become a masked scourge of the underworld and a threat to any force that would harm or corrupt innocent lives. So that what happened to him wouldn't happen to anyone else. In essence he has become **Ultimate Spider-Man**_

_**"Gang War Part 3"**_

The rain poured down fiercely like salty tears from our loving creator, leaving everything exposed soaking wet. At the edge of the docks, where the downpour was the thickest, Crimemaster took a drag on his damp cigarette only to realize his error as no smoke came from it's end. He tossed it aside annoyed by the damn storm that had blown in and how it made him even drowsier then he already had been. There was a look of restlessness in his weary blue eyes, which gave away how much sleep he had lost in the past two days. If he couldn't stay awake to make his deal with Silvermane then he would be dead because Silvermane was still far from de-fanged. After several more minutes passed Silvermane's trademark white limousine with the gold linings pulled up outside the pier. Crimemaster opened his jacket while walking toward them because he saw the armed escort accompanying Silvermane and as a measure of good faith he showed them that he wasn't carrying a piece. Of course, they weren't satisfied until they searched him, which in of itself proved to be an uneventful nuisance. Silvermane got out from the limo and stood beside his son Joseph Silvermane who held an umbrella over his dad's head and seemed to be properly educated in family loyalty with the way he was taking care of his father. Crimemaster took off his hat and fiddled with the edge of it as he started to tell Silvermane the reason for both of them being here in this dreadful outpour.

"I know that you are dying to know as to what reason I asked you out here," Crimemaster said, wiping his lips with his free hand. "I know that we have had our differences--"

"--differences? You nearly ruined me!" Silvermane interrupted, with such venom and hatred in his voice. His son Joe put a hand on his shoulder and whispered concerns for his health should he get too upset. Silvermane seemed to brush the concerns off for he was a tough old bird who had survived every hell you could imagine. "All right, Crimemaster, tell me why you brought me out here at this time of night and this type of weather."

"I want to take out the Kingpin and I have an idea on how to do it," Crimemaster said, a flair of confidence in his voice.

"Oh so your efforts to defeat the mighty Kingpin failed and now you seek to bum some dough from me?" Silvermane said snidely, as he pointed to himself. "That ain't happening. I worked too hard to get where I am today just some two-bit hood can use me as bait for the Kingpin's goon squad while he tries and fails to whack the Kingpin."

"I'm not afraid to die, Silvermane. My way you don't have to worry about the Kingpin coming back after you or your precious son. I just need enough dough to buy some of them damn super-humans to help me take out the Kingpin," Crimemaster explained. "After that you can sit back and watch the fight."

Silvermane held his hands steepled in front of his belly as he contemplated Crimemaster's plight and his risky maneuver. "Fine, I'll pony up the dough just to watch you and Kingpin bash each other's brains in. But, if this comes back to haunt me I'll make you regret it!"

_Tough luck on that Silvermane. Once I'm done with Kingpin -- I won't have much use for life. _Crimemaster came out of his thoughts and shook Silvermane's hand like knowing full well he wouldn't be coming out alive.

Osborn Mansion was as dark and as silent as a weathered grave. The only place that had any life to it was Norman Osborn's study where he committed his recent activities to a computer journal that would be left for his son. The latest entry, which was a private coded entry that only Norman would have access to, read:

_I have finally rid myself of all of Kingpin's ties into my company by killing the investors he placed in key positions with in my company's financial structure. I have also managed to make a rather large profit in the process as well by selling some of Doctor Octavius' inventions that he had pre-designed before his 'untimely' death. I have kept one of his devices and I plan to use it to help me evade the genetic screening tests that the government is running on Oscorp's staff. As to my earlier entry I believe that my son thinks I am a fool and do not realize that he is planning on robbing the mansion. His own ancestral home. Well, what can I say...I guess he needs to be instructed in his proper place just like all youngsters his age. Once I have 'reconditioned' him, he will be the son I have always wanted. In the meantime, I have to get around to testing my new gear because Spider-Man is quickly displaying more disobedience day by day. I have already told him that he is mine to control, but he has apparently forgotten so I will have to remind him. _

_Save entry: Y/N: Y_

Norman got up from the desk, rubbing his droopy eyes and went upstairs after shutting the light off. Daredevil pressed himself against the edge of the wall as much as he dared, all the while he reached out with his radar sense mapping out as much of complex in his mind as possible. His right hand rested easily on the holster of his Billy Club, where he could draw it out a moment's notice when needed. It took some time before he sensed an opening in the guards pattern, and then when that opening presented itself again he made a mad dash further inside the plant before any one could spot him. Two minutes were spent climbing several stair cases and as he made it to the top, the sound of a pop can crushed under foot caused Daredevil to pause in mid-step. He leaned against the edge of the wall where the entrance to the control room was, drawing his Billy Club out in defense. There he cautiously cracked the door open and reached out with his radar sense where he picked out three shapes that he recognizedly immediately. They were the Kingpin's special Enforcers for jobs that his normal grunts weren't trusted enough to handle. Daredevil could make out the tall, lean figure of Fancy Dan standing to the far right of the control room. Fancy Dan was apparently looking out of one of the windows to make sure the workers were doing their jobs. From what Daredevil remembered of Fancy Dan's file, his real name is Dan Brito and that he used to be an army sergeant who served in the Gulf War. After his discharge he moved to Okinawa to study the Japanese fine arts as well as the martial art known as Judo for which he became something of expert. If Fancy Dan was there that meant Raymond Bloch, the strongman nicknamed Ox was standing nearest to the door and Jackson Brice the former rodeo cowboy known as Montana was keeping watch through the monitors. Since Ox's back was turned to the scarlet swashbuckler, it was only fair that the guardian of Hell's Kitchen took this opportunity to catch the Enforcers by surprise. In Forest Hills, Peter landed outside his room and climbed in through the window discarding his worn and torn costume as he walked gingerly into the bathroom. He climbed inside the tub and repositioned the nozzle so the water would spray down on his head and flow down his body to wash away the dirt and grim. Feeling cleansed of the all gunk gathered from his two battles with Scorpion, he reached out grabbing the towel off the towel rack and dried himself off, wincing from the small cuts that covered his body. It was while looking in the mirror that he noticed the small cuts needed tending and that's when he grabbed a bottle of iodine from the medicine cabinet and took care at treating them. It took some time to make sure all of the cuts were taken care of properly and then he headed into his room where he changed into a spare costume and refilled his web-shooters. He felt like a new man after changing his outfit and refilling his web-shooters and with that energy, he grabbed his spider-tracer receiver so he could track down Daredevil because he reasoned that his horn headed friend probably needed his help. Spidey had Scorpion to thank for his inability to come to Matt's aid. And that made the web-slinger feel like he wanted to kick himself for allowing Scorpion to side track him. He was so distracted by these feelings that when his spider-sense buzzed a warning he almost didn't manage to climb out the window in time. He peeked through the large window and saw Aunt May checking out his room looking for him and her face was worn with worry. When she couldn't find any sign of him so she went back downstairs. Spidey breathed a sigh of relief after she was gone and despite how much he knew his secrets hurt her it was the only way to protect her from harm. So off he went swinging into the night to find his elusive friend and hoping to put an end to the Gang War once and for all. Carl and Jessica were at his place watching a movie together based on the life of Jeremiah Constantine, a popular counter-culture shock jock novelist and comic strip writer who was killed in a purifier execution because of his mutant parentage despite the fact he was not a mutant himself. Jessica was appalled by the graphic violence in the movie and many of times found herself clutching onto Carl because the gore, coarse language, and nudity kept becoming worse and worse. Carl wrapped his arm around her and paused the movie.

"Jessica, maybe we shouldn't watch this. This movie is bad enough with all the shit that guy went through as a kid. I don't think we need to know the rest," Carl said, as he reached out and caressed Jessica's cheek.

"Yeah, I don't wanna see any more of that movie," she replied, tears had welled up in her eyes and Carl had felt bad for even getting the movie.

What Carl didn't know or couldn't possibly realize was the movie was causing Jessica to become deeply worried and engrossed in the possible harm that could befall Peter should he continue his current path. She was such a little fool for keeping his secret so long. She had thought it was so cool that she had a friend that was a super-hero that she never dared realized how dangerous the situations were that Peter placed himself in. Because of this sudden realization, she became frantic at the thought of him dying because she kept his secret from the ones who loved him. Carl noticed her distress and how she had completely zoned when he tried to get her attention, but nothing worked. Finally he shook her until she snapped out of it and looked him in the eyes.

"Jessica, what's wrong?" Carl asked, his face laced with concern.

Jessica looked away because Carl wasn't one of Peter's inner circle and even though she wanted to tell some one, anyone the secret that ate away at her now. She knew that she had to speak with Peter first -- to try and prevent him from continuing and if she couldn't she would tell Aunt May and Mary Jane and they would help her make him stop his costumed crime fighting. She was sorry that she couldn't confide in Carl, but that was the way it had to be and Carl could see by the stern look in her face that she was not going to be forth coming with an answer. Feeling alienated Carl got up unsure of what to say -- of what to do. He grabbed his coat and walked out not mentioning a word of when he would return and so Jessica was alone with her secret. Curt Connors walked briskly into the SHIELD research lab where Doctor Henry Pym worked because he had the latest results for their side project. If anything, their new invention would make a great defensive weapon. Once he saw Hank he waved him away from his experiments on shrinking inanimate objects.

"I have the results Hank and you won't believe your eyes!" Curt said proudly, as he set the file on Hank's desk.

Hank picked it up and after reading the detailed results his eyes widened in excitement. The pure applications of their new defensive tool didn't elude him. He turned to Curt and walked over slapping him on the back and then patted him on his right shoulder.

"With this new bio-memetic, nanite suit at the disposal of the military, countless lives will be saved in military excursions through its ability to enhance the wearer's physical strength, durability, resilience , and speed." Hank said. "Imagine how many awards we will win for this great invention!"

"I didn't help design this suit for glory, Hank." Curt replied, annoyed by Hank's fame seeking attitude. "I did this to save lives."

"Which it will," Nick Fury said as he walked into the lab. "That is once we have it thoroughly tested and ready for combat simulations."

"Sir, we haven't even gotten into the testing stage yet," Curt responded. His heart sank when he saw Nick Fury's glare.

"Then I suggest you begin testing now gentlemen because SHIELD is going to be needing whatever you two can provide. If neither of you can provide anything then you are useless to SHIELD and this program -- entirely expandable," Nick Fury said, his tone as cold as ice.

Both Hank and Curt didn't like the way Nick said expandable so they rushed to get some trail tests up and running so they could verify if the suit would be ready for combat simulations. Back at the control room, Daredevil pounced on Ox and struck him in a nerve cluster at the side of the neck bringing him down and out. When Fancy Dan saw Ox fall he carefully took measure of Daredevil while Montana pulled his rope from his belt and started twirling it above his head. Daredevil launched his Billy Club at Montana and it cracked him beneath the jaw knocking him out leaving Fancy Dan the last of the Enforcers to deal with or so the scarlet clad avenger thought as thick meaty hands clasped around his throat and lifted him off the ground. What scared the demon dressed hero was that he couldn't detect who had grabbed hold of him nor did he sense his captor's approach, and though he tried to figure out how this figure was masked from his radar sense. The lack of oxygen caused the relentless avenger of Hell's Kitchen to pass out.

_Next Issue: Gang War Part 4!_

_**Ultimate Baggage:** Here we are wondrous web-heads to the twenty-sixth issue of Ultimate Spider-Man and I never even thought I would make it this far. I have to admit that there were times like my other works that I almost gave up because I didn't think it was worth going on, but for one reason or another I managed to hang on and persevere through all my difficulties. I know the continuity of my Ultimate books haven't been all that cohesive or well taken care of, but I have done my best to try and keep some sense of order in my little Ultimate Universe. The funny thing is as I write this I remember fondly the Death of Uncle Ben scene in the Spider-Man movie, where Peter sees his dying Uncle Ben and he takes his Uncle's hand feeling the fleeting warmth, and you could tell by his expression that he was thinking to himself what had he done to see such cruel fate happen to a man who was his Uncle, Father, Mentor, and more. That is why with my first set of issues in the beginning paid homage to the movies, but I made my best efforts to alter the scenes so they would not be exactly the same. I even omitted certain dialogue scenes and changed things here and there. I know some where irked by my approach, but I hope that they can see the reason why I did it. To those who have been loyally following I thank you and I hope you continue reading for I have a lot more stories to tell and hopefully you have a lot of free time to listen to them._

_Look to the stars!_

_-Mimick_


	28. Chapter 27: Gang War Part IV

_Bitten by a genetically altered spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning sense of a mutated arachnid. Believing that his powers should be used for his own selfish-gain and desiring to get back at those who ridiculed him -- Peter became a masked wrestler only to come home from a scheduled event to find his Uncle Ben murdered by a burglar. Angry with grief Peter tracked down his beloved Uncle's killer and sought to exact revenge only to find that the killer was a corrupted youth who wasn't much older then himself. Redirecting the blame at himself for his Uncle's death and inability to prevent it. Peter fully embraced his Uncle Ben's belief that with great power comes great responsibility. Utilizing his powers to their fullest Peter has become a masked scourge of the underworld and a threat to any force that would harm or corrupt innocent lives. So that what happened to him wouldn't happen to anyone else. In essence he has become **Ultimate Spider-Man**_

_**"Gang War Part 4"**_

Even in the darkness he could hear the slightest sounds that were made with in a mile radius of his body. The incident that took Matt Murdock's sight had in exchange given him super-senses that allowed him to see in ways that he never thought possible. With the sounds that his radar sense had picked up Daredevil could make out the outline of two thugs that were watching over him. One was breathing heavy from being overweight and in poor physical condition. The other had a steady heart beat and controlled pulse rate, which suggested the man was a professional. All of this information was collected before Daredevil even showed the first signs of being awake. Once he gathered his wits he tried to rationalize how long he had been unconsciousness. He could tell by the drop in air temperature that it was probably in the evening now. Which meant untold hours had passed since he was knocked out. He focused his senses on the two thugs who had their backs facing toward him and quietly made his effort to untie himself while they prattled on with their baseball discussion. When he was done untying himself he searched for the giant that had taken him by surprise earlier. Whatever it was had fooled him before because it hadn't moved when he had entered the room to take out the Enforcers and by the time he noticed the giant's attack it was too late. This time Daredevil was prepared and had his guard up at all times as he snuck up on the two guards and knocked them out and dragged them out of sight where he could tie them up with their belts and ties. When he came out he made his way down the hall and kept his senses on full alert this time because he wasn't going to be surprised again.

---

Swinging through the city Spider-Man followed the signal of his handy-dandy spider-tracer that he had secretly planted on Daredevil. While in mid-swing he felt a slight sensation generated from his spider-sense. He increased his pace for whoever was tailing him was giving him a good reason to be worried by the increasing severity of the warnings. He looked back several times to see who was following him all the while wondering why when he suddenly slammed into some one in mid-air. As he fell he fired two web-lines that launched him back into the air and onto the wall of a the nearby skyscraper. Floating up next to him was a man on fire.

"Watch where you are going bone head!" the man on fire yelled.

"Bone Head? Listen, Captain Oblivious I had the right of way!" Spider-Man shot back.

"Captain Oblivious? I'm Johnny Storm -- the Human Torch as if you didn't know. And who says you have the right of way!" Johnny fired back.

"Human Torch? What did you do run of out cornball code names to use?," Spider-Man said as he prepared to leap away. "Now if you'll excuse me I have somewhere else to be."

"Geek," Johnny called out as Spider-Man swung away.

---

"I'm glad you could join me, MJ."

"Well, I didn't have anything else to do, Harry. So why not spend time with a friend," MJ replied as she sat down in the chair as Harry scooted it under her.

"Good point. I hope you like the food Winifred has prepared," Harry said as he summoned Winifred with the food.

"Looks delicious," MJ responded as she placed a spread out napkin on her lap.

"It is. Winifred was trained by the finest chefs serving the Queen of England," Harry said.

"Wow, that must have been some experience," MJ replied.

"It was madam," Winifred answered. "Here is your prepared dinner. Chicken Ala flambe, mashed potatoes with sausage gravy, sauteed fish, and banana pudding with crushed wafers."

"Dig in MJ," Harry said.

"Mind if we join?" asked a familiar voice.

Harry's eyes narrowed as his dad came out onto the patio with his new intern Philip Urich, the nephew of Ben Urich. Norman flashed a conceited grin at his son and took a seat between Harry and MJ all the while eyeing the young Ms. Watson which was creeping her out. Philip sat on the other side between Harry and MJ and already started digging in not paying any attention to the scene unfolding before him.

"What are you doing here, _dad?_" Harry asked, annoyed by his father's presence.

"It's my house Harry or did you forget?" Norman replied without looking at his son.

MJ was quickly becoming uncomfortable and sat up from her seat. "I think I'm going to go. I just remembered I have some homework to finish."

"Are you sure MJ?" Harry ventured, disappointed that MJ was leaving.

"I'm sure."

When MJ walked off Harry glared at his dad. "You did this on purpose -- _didn't you?_"

"Maybe, Maybe not."

Harry excused himself and stormed off.

---

The Crimemaster fumbled with his keys as he tried to get inside his apartment. He needed a few things from his place for when they struck the Kingpin. When he turned the door knob and walked inside he saw six costumed figures spread out across the living room.

"You the Crimemaster?" The leading guy said. He wore a green costume with highlights of red and blue that was trimmed to accent his figure and the costume was marked by lightening bolts across his chest.

"Yeah, who are you?" Crimemaster ventured.

"The name is Eel. I and my colleagues are the hired muscle you asked for," he replied.

"Who are the others?"

"Meet Boomerang, Speed Demon, Unicorn, Thermite, and Goliath."

"That's it?" Crimemaster said incredulously? "Only six of you?"

"You get what Silvermane can pay for," Eel responded.

"Fine, let me get what I was coming here for and then we can get on with the job."

"We must be stupid to take on the Kingpin," Unicorn said in his deep, gravely voice.

"We might be, but think of the rewards if we win," Speed Demon replied as he cracked his knuckles.

"As long as you let me do my job this will be no problem," Goliath said rather confidently.

"Don't be gettin' such a big ego Josten. One of my shockrangs would knock you flat on your ass," Boomerang said with annoyance at Goliath's arrogance.

"Try it," Goliath dared.

"Enough, save your strength for when we go up against the Kingpin," Crimemaster interrupted. "Now follow me. We have a show to attend."

---

Elektra moaned and rose up from Matt's bed wiping the sleepers from her eyes. She made a quick examination of his bedroom before she climbed out of bed and got dressed. Pain flared up her right side from the wound the nutcase in white had given her. She had been lucky that she had made it this far, but now she had to leave. Too much rode on her getting away before arousing suspicious eyes. She packed up the last of her things and went out the front door since she didn't have the energy to make it from the roof. At least with the night it would provide her cover and with her skills she could easily lose any tails before they could catch up to her.

---

Doctor Simms checked the chart for the patient listed as Jane Doe that had been rushed into the hospital about a month ago. So far her condition hadn't changed yet, but there was a window of hope. She had proven more responsive each day to different sorts of stimuli then she had a month ago, which led the doctors to believe that it wouldn't be much longer before their Jane Doe woke up from her coma. It was a pity they couldn't find any id on her. Doctor Simms set the chart back where it belonged and walked out of the room whistling a tune to himself unaware of the flicker of the blonde woman's eye.

---

The waves that Daredevil could see in his mind's eye mapped out the area in front of him well enough that he was prepared for just about anything. But even being prepared for the expected you leave yourself open to the unexpected. A metal drum shot through the air and the horn-headed avenger just managed to dodge it in time before it collided with his head. He sensed the approach of another drum and fell flatly onto his back allowing it sail over head before springing back onto his feet. And that was when he could see the giant that had taken him by surprise last time. How he had not managed to make it out eluded him, but for now he could clearly see it's towering mass heading toward him.

"I don't know who or what you are, but I'm sure we can talk this out," Daredevil said flatly.

The lumbering giant threw a punch that Daredevil expertly dodged around to allow him to kick the noiseless behemoth in the side. What was off putting was Daredevil heard the vibrations of metal instead of the sounds of bones breaking and that caused him to back flip out of range of his opponent.

"So your just a walking tin can hunh? Guess my work is cut out for me," Daredevil said as he ran straight toward his foe and at the right moment he jumped in the air and struck it with a lunge kick to the throat that sent it stumbling back.

At the point of contact Daredevil sprung off his metallic adversary's throat and flipped back onto his feet. A large gloved fist sailed in and caught Daredevil on the side of the chin and he had to roll with it just to keep his bearings, but the force sent him spiraling into the floor. He started to get back to his feet when the large lumbering titan raised both fists up and brought them down missing Daredevil by inches as the scarlet swashbuckler rolled out of the way.

_Think horn-head. Think. How do I beat this robotic imbecile?_

Focusing his concentration just enough to identify the objects in the room the man without fear noticed a crane supporting a large metallic crate that must weigh tons and just below and to the right of it was a lever. He ran and ducked into a roll under the robot's swinging punch and ran to a stop before the switch where he turned around and taunted his persistent antagonist to come on. At first the gargantuan wasn't complying, but then it started hunkering forward and just as it came under the crane Daredevil pulled the switch dropping the heavy metallic crate onto the robot crushing into the ground.

"Well, I can't say it wasn't a happy reunion pal," Daredevil said between breathes before he ran off deeper into the factory.

---

"A laundry mat?" Spider-Man said, confused by the fact of where his spider-tracer led him. "Wait the signal is coming from below ground."

Spider-Man turned and saw a sewer lid, which he promptly removed with a web-line so he could jump down into the tunnels. From there he let his tracer guide him to his best friend and occasional partner. However, instead he found himself over looking from balcony at a plant below where many of foreigners were working on processing a white powder. Spider-Man instantly recognized what he was seeing and knew that it he was great danger especially because of the way his spider-sense had just screamed a warning of impending danger. He spun out of the range of a massive fist that nearly took his head from his shoulders and hand springed to a safe distance to come face to face with the Kingpin.

"Oh god not fatso again,." Spider-Man quipped.

"You annoying insect. I've had it up to here with you and your meddling!" Kingpin snarled as he unbuttoned the cuffs of his shirt and rolled up his sleeves. "I'm going to show you how we deal with pest problems Bronx style."

Spider-Man rolled up imaginary sleeves and mimicked the same pose that Kingpin had just gotten in. "I'm going to show you how we do things in kindergarten by throwing a tantrum and using expletives!"

Enraged by Spider-Man's taunts Kingpin stomped toward the web-slinger when an explosion rocked the entire underground complex and by the time Spider-Man and Kingpin pulled themselves from the rubble they found themselves in the midst of a war being waged between the Kingpin's gang and six unknowns. Kingpin's eyes narrowed on the leader of the invading force and he screamed at the constant thorn in his side. "CRIMEMASTER!"

"You're dead Kingpin and so this operation!" Crimemaster shouted a reply as he took a shot at the Kingpin. In the span of a moment a red and blue blur knocked Kingpin to the ground saving his life.

"I don't do this often big guy so consider it a one time deal," Spider-Man said from his position on top of the Kingpin. He got off and leaped down from the balcony to where the Kingpin's goons were trying to fight off Crimemaster's men.

---

Daredevil felt the ground shook and had to brace himself against a support column to wait out the shock waves when they were over he raced off to follow the source and that's when he came out on top of a scaffold where he could he make out the distinct images of Spider-Man fighting in the middle of both Crimemaster's and Kingpin's gangs. Using his radar sense to guide him Daredevil jumped from the scaffold to the crane next to it and from there he made a mad dash across the length of the crane to the end of it, which was twenty feet above and two feet to the right of where Spider-Man was fighting. When he came to the end he slid down the cable to the beam that it was supporting, went to the edge of the said beam, and performed a three sixty flip that landed him with his back to the back of the wall-crawler.

"What took you so long?" Spider-Man asked as he slammed two hench men's head together and tossed them into the others of their crew.

"I got lost," Daredevil replied as he sent a jab into the jaw of the first man to come at him and a heel kick to the throat of the second man to follow. "Did I miss anything?"

"Not really." Spider-Man said, dodging the rather large fist of Goliath and using his webbing to vault himself into the face of the size-changing brute. Goliath was knocked from his feet by the force of Spider-Man's dropkick and fell onto his back taking much more of the upper levels of concrete with him as he came crashing down.

Daredevil looped his arm with Thermite as he dodged the temperature based villain's attacks and sent him flying into Unicorn. Eel tried to come up behind the guardian devil of Hell's Kitchen, but caught a back hand to the face and solid left to the face knocking him cold. While Daredevil and Spider-Man mopped up the grunts Crimemaster and Kingpin were able to settle their feud.

"So this how it ends?" Kingpin said noticing the gun that Crimemaster was brandishing as he drew closer.

"So it does."

Kingpin grabbed the gun and the two fought over it with a fierce intensity. Yet, despite Crimemaster's continued attempts Kingpin forced the gun into the position of Crimemaster's heart and fired twice. When the loud forty four magnum gun shots were heard everyone immediately stopped what they were doing and gazed upon the balcony where the Kingpin stood triumphantly.

"Oh boy. I have a bad feeling about this," Spider-Man said. Sensing the dangerous shift in which the situation had turned. "So what now Horn Head?"

"Haven't a clue."

"Abandon the factory. Everyone out," Kingpin said, as he pressed a switch on his watch and turned to leave.

"That's it?" Spider-Man wondered.

"No, I hear the sounds of ticking."

"And my spider-sense just went def-con 1 all of the sudden! Let's get out of here!"

The two heroes made their way out of the facility while what was left of Crimemaster's unit simply vanished in a haze of purple light. They had barely gotten out of range when the laundry mat and the factory below exploded into large ball of flame that sent massive clouds of smoke into the sky.

"Well, some adventure hunh?" Spider-Man asked, as he and Daredevil were perched on roof several blocks away.

"Yes, but I have a feeling this isn't the end."

"What do you mean?" Spider-Man ventured, but Daredevil waved off the question as he headed home.


	29. Chapter 28: The House We Built Part I

_Bitten by a genetically altered spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning sense of a mutated arachnid. Believing that his powers should be used for his own selfish-gain and desiring to get back at those who ridiculed him -- Peter became a masked wrestler only to come home from a scheduled event to find his Uncle Ben murdered by a burglar. Angry with grief Peter tracked down his beloved Uncle's killer and sought to exact revenge only to find that the killer was a corrupted youth who wasn't much older then himself. Redirecting the blame at himself for his Uncle's death and inability to prevent it. Peter fully embraced his Uncle Ben's belief that with great power comes great responsibility. Utilizing his powers to their fullest Peter has become a masked scourge of the underworld and a threat to any force that would harm or corrupt innocent lives. So that what happened to him wouldn't happen to anyone else. In essence he has become **Ultimate Spider-Man**_

_**"The House We Built Part I of VI"**_

MJ took a deep breath and exhaled as she walked into her room. The date with Harry turned out to be a bust since Norman and Phil intruded on them. So here she was back at home plopping down on the bed and burying her face into her pillow venting her frustration.

"Now, that's a sight that breaks my heart."

"What?"

MJ took the pillow off her face and turned on her right side to see Peter sitting on the window sill. And she couldn't help but to find herself admiring at how bold he was for sneaking in through her bedroom window like he did. However, the admiration faded as soon as she remembered why she was mad it him and without even thinking she threw her pillow at him.

"Why haven't you called me? Why do you keep avoiding me? Did I do...something wrong?"

"Whoa, calm down, MJ. I can explain everything."

"Are you seeing some one else?"

"No, of course not."

"You wouldn't lie to me would you?" MJ asked. as she locked eyes with him.

"No. I wouldn't."

"Then...tell me why the distance?"

"I've been helping a friend with some problems in his life lately and I was so distracted by school, worrying about him and his situation, and Aunt May that I just - forgot to call you."

MJ turned her head away and ran a hand through her red hair. "Is there any reason we should try and work out another date?"

"I like you a lot MJ. I definitely would like a second chance. If you can forgive me enough to grant one."

"That's just it. I don't know if I can."

"Then - then you know what's let's go on a date now."

"Now?"

"Yes, now."

"Why?"

"I want to make up for all my past mistakes that I have made with you. I-I think you deserve a good night out around the town."

"No, funny stuff?" MJ ventured with an eyebrow raised.

"Hunh?"

"I mean no unexplained absences. No avoiding or ignoring me other wise you can keep your idea for some other girl."

"I-I promise."

"Good. Where are we going to go?"

"Hm...I got an idea."

"Really? What would that be?"

"Depends on if you are up for it," Peter said with a smile.

"Well, that would depend on what it happens to be."

"You'll see," Peter said, as he took her hand and snuck out of her bedroom.

---

"nnnnhhh..."

Logan's eyelids rose as he gave another light moan and then he looked about the room. The walls lacked any discernible color to keep the building's anonymity. The sheets were sterilized and bandages were fresh, all of which he could tell from his uncanny sense of smell. His eyes focused on the doctor who was at the foot of the bed checking his chart and the doctor didn't seemed to notice that Logan was awake as he went outside to talk to some one.

"How is the Gaijan?"

"He'll need at least a week or two of recovery before you transport him to the compound."

"Why so long? I thought the Director and most of Weapon-X brass believed him to be immortal?"

"Immortal? He's lucky to be alive with how much damage his body has taken. It's miraculous he is still alive and while his healing factor is extraordinary I don't believe in the hyperbole that he is immortal."

"Damn it! Two weeks lost because the Gaijin would not kneel. Norman Osborn is not going to happy about this nor is the Director."

Logan sighed as he sorted out the information he just got and allowed himself to relax as he planned a nice surprise for his captors and then he would make cordial visit with the mysterious Norman Osborn for the answers he's been seeking.

---

Matt paced the floor of his brownstone apartment. The whole reason he went to stop the Gang War was to save lives and he had hoped to find news on the attacker who badly injured Elektra. Yet, when he got home Elektra was gone and there wasn't so much as a note left anywhere for him. It was the kind of suspicious behavior he had come to expect from Elektra, but what was truly unexpected was the apparent break in. Nothing was taken from his place, that much he could tell with his radar sense, but he did find the impressions of some one light treading mud into his apartment. What type of mud was the question he didn't have an answer for at the moment, but he knew some one with the right equipment who probably could find out. All it took now was to wait for the results to come up.

---

The soft foot falls were not a welcome comfort to inmate 90271834-00 or Guy Ramirez as he was called in the outside world. He wasn't surprised to see the guard bring a manilla envelope with his release papers in them. In fact it only made him more afraid that he was leaving the safety of prison to be out in the open where they liked to do their work best. It was only because his former employers didn't have much in the trust of American felons that they weren't used in more delicate operations and there lie in Guy's only realm of safety As Guy washed up, changed, and was escorted out, he thought of several places he could try to go to see if his former employers were aware of them or not. If they weren't he could lay low until he came up with plan of getting rid of his problems. For now though once he walked out of Ryker's Island he was a free man.

---

"Dinner was delicious as always Winifred."

"Thank Master Norman."

Norman picked up his glass of champagne and gazed at Phil across the table grinning at the fact that Harry was trying to hide his obvious jealousy and failing miserably at it. "Let's have a toast. To our house guest Phil who has been a welcome addition to the family."

Harry snorted his disgust and then left without bothering to excuse himself. This made Norman's grin grow wider. "So Phil how was your day?"

"Fine Mister Osborn. Uh is that normal behavior for Harry? I-I mean no disrespect it just seems..."

"I know, he's not the type of boy a very rich and powerful man like myself should have. I still find myself trying to understand why he hates me. All the delinquent things he does in an effort to get a rile out of me."

"That's terrible...I mean for both of you of course."

"Yes, it does. I suppose it has to do with how his mother died."

Phil lowered his head. "Poor kid."

"Poor indeed..."

---

Mary Jane stared wide-eyed at the view from atop of the Daily Bugle building. She could see every nook and cranny of uptown and the view of the stars was worth the trouble it took to get inside. She turned to Peter who flashed a smirk her way and motioned her to sit beside him at his favorite spot where he had a mat rolled out with two small pillows on it.

"Sorry, queen size beds don't come in inconspicuous sizes."

"Why would we need a bed?" MJ asked with a playful smile.

"To relax in comfort while we take in the wonderful sight above us."

"This good enough. Besides, I have bad experiences getting into a bed with boys. Sex is always on their minds."

"Well, that's -- it's the farthest thing from mine."

"I'd like to believe that."

Peter smiled and laid back just after MJ did making sure not to bump her accidently. As he lay there he could feel her eyes on him and it made him very nervous.

"You come here often?" MJ ventured.

"Yeah, when I need time to myself to think."

"Must have a lot that bothers you."

"Sometimes... but I just realize it's another page of my so called life."

MJ giggled.

"Did I crack a funny bone? And here I thought I was a lot gentler then that."

"Oh, s-stop it you are just being silly now."

"Then why are you laughing."

"I-I can't help it. That look on your face is priceless?"

"What my best Jay Leno impression? Did you know this chin can be used as a floatation device? Hell, my wife wanted to use my chin as replacements for breast implants."

"W-why did she want to use them as replacements?"

"Because my chin is just the right size."

Peter found himself admiring MJ's beauty as she laughed at his lame jokes and it brought a smile on his face to know he can bring some of the people he cares about a moment of happiness. But, as Spider-Man his life would always be in turmoil and he would always keep his loved ones at distance. Even the red head who was bringing such joy to his life just by being next to him. If there was anything Peter's power that he could for her. It would be to grant her the life she deserves. Yet, how could he deny himself such a life with her was something he had no answer for despite his constant rationalizations for being Spider-Man.

"Peter, you okay?" MJ said.

"Yeah," Peter responded. "Everything is just great."

---

Silvermane couldn't help, but let a wide smile cross his face when all of Kingpin's suppliers turned to him to get their drugs processed and shipped through out the country. They even up-fronted the money to get a new operation under way while Kingpin was still recovering from his encounter with the Crimemaster. Antonio lit the end of his cigar and took a deep drag as he stared Silvermane in the eyes. To Silvermane's side stood his son and under-boss Joseph.

"I trust that you will not be as problematic as Kingpin was."

"I can assure you I won't be. With all your help operations have restarted much quicker then anticipated and we should have the first shipment ready to be out on the streets with in the end of the month."

"Good. I just give you a little warning and that is I only took Kingpin's shit because he owned the president who ran my small country and had a strangle hold on the other suppliers. Now I own that country and control the other suppliers without any interference from him. So you try any of the shit he did with me and I will bury you six feet under."

"I...understand."

"That's excellent. Pleasure doing business with you," Antonio said, as he put his cigar in the ashtray on Silvermane's desk.

"Are you sure this is wise father?" Joseph Silvermane asked after Antonio was gone.

"I will sign a deal with the devil in my own blood to wipe out the Kingpin, Joseph. Antonio just maybe the devil I need to make sure the Kingpin makes a trip to a funeral."


	30. Chapter 29: The House We Built Part II

_Bitten by a genetically altered spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning sense of a mutated arachnid. Believing that his powers should be used for his own selfish-gain and desiring to get back at those who ridiculed him -- Peter became a masked wrestler only to come home from a scheduled event to find his Uncle Ben murdered by a burglar. Angry with grief Peter tracked down his beloved Uncle's killer and sought to exact revenge only to find that the killer was a corrupted youth who wasn't much older then himself. Redirecting the blame at himself for his Uncle's death and inability to prevent it. Peter fully embraced his Uncle Ben's belief that with great power comes great responsibility. Utilizing his powers to their fullest Peter has become a masked scourge of the underworld and a threat to any force that would harm or corrupt innocent lives. So that what happened to him wouldn't happen to anyone else. In essence he has become **Ultimate Spider-Man**_

_**"The House We Built Part II of VI"**_

Peter found himself walking an unfamiliar corridor with pictures of Spider-Man pasted on the walls. Each picture was from points of his life since the death of his beloved Uncle Ben. Every person whose life he saved brought him no closer to the closure he desperately wanted. His Uncle had been alone - by himself when a mugger robbed the house and shot him fatally. But, why did that mugger rob his house? Why did it have to be that night - his home - his Uncle Ben. To rationalize a random crime - at such a young age. It was terrible. Too many questions, doubts, and in-securities to sort through. One thing came to mind though - was he making a difference? Did he really have an effect on the city? Matt would always be stalwart and unflinching to his crusade, but could Peter commit himself to that kind of life? When he woke up the next morning these and other thoughts ran across his mind.

---

Guy Ramirez walked the lone streets of hell's kitchen with his eyes darting back and forth in a cautionary measure. As he started down the next street he heard some one call out to him.

"I say, I said I say son. Why the long face?"

Guy looked at the old man, dressed in his pin strip suit, and wearing a pair of black shades that covered his eyes. He seemed harmless so Guy walked over to the man and reached out his hand. "You gotta a smoke man?"

"Aw, hell son. I just so happen to be down to my last two cigars. How about we share them."

"I'm cool with that. I jus--"

Guy paused when the old man hunched over clasping his chest. "You all right?"

The sudden strike to his under arm brought Guy to his knees in pain. The old man popped his neck and grabbed Guy in a half-nelson while wrapping his free arm around Guy's throat. Pressing tightly Guy could feel his lungs constrict and his air was getting scarcer and scarcer. A red object spun with dazzling precision through the air and struck the old man in the back of the head and this gave Guy an opening to break away.

"What's going on here -- don't you know a _**devil**_ owns this kitchen?" Daredevil said, from his crouched position on top of a street lamp.

"Well, well -- I was wondering when I'd be facing you," The old man said. He pulled three kunai from hidden pockets in his sleeves and threw them at the man without fear.

Daredevil's right hand was a blur of motion and when it stopped moving all three kunai's were presented to the old man. Daredevil hopped down from the street lamp and did a flip to balance out the impact of hitting the ground. As soon as he was standing up right the old man undid his sleeves and untied his tie.

"Come on youngster - I'm going to teach you a lesson you won't soon forget."

"Please, demonstrate what an old man like you has to show some one like me."

The old man threw a fist at the relentless avenger of hell's kitchen only to receive a blow to his solar plexus and an elbow driven into the back of his neck followed by knee to the face. The old man stumbled back, his nose bloody and his shades cracked enough to reveal his bruised brown eyes.

"I would say your lesson is pretty flawed. Want to try again?"

With his super-hearing Daredevil could foretell the old man's movements before he made them and with each attack the old man made Daredevil countered effortlessly and responded in kind until he had the old man laid out. Using his radar sense, Daredevil searched for the victim who the old man had attempted to kill, but it became clear that victim had fled the scene - obviously scared of the masked avenger. It was just as well. That gave the scarlet swashbuckler time to search the old man. When he first noticed the scene he smelled sulfur coming from the old man - since he was curious about the smell he let his nose guide him to the scent and he found that the old man's shoes were caked with dried mud. The same dried mud he found trailed in his house.

"Interesting - I wonder if you were one of the men who broke into my house."

The old man moaned and showed signs of getting up so Daredevil took off the old man's belt to bind his hands with to make it easier for the police to take him in. He then took off when he heard the police sirens closing in.

---

It was early the next morning when Logan decided to make his escape - he felt better then when he was brought in, but he knew he wasn't a hundred percent or even fifty percent. Still having the strength to walk, talk, and fight was all he needed to get out of this place. When the nurses came in to change his bandages he made his move - using his fist to knock the nurse on his left out and back hand the nurse on his right into a similar state of unconsciousness. With both nurses down he hopped out of bed, stripped the nurse of his military uniform, and walked out with no one the wiser.

---

"Going somewhere?" Norman said, as he flipped through his morning paper.

Harry glared at his father and walked right on by not bothering with breakfast. A grin crept on Norman's face as he heard the door slam and he grabbed his coffee and took a deep sip letting the caffeine into his system.

---

Spider-Man was swinging through the city to get from school to work when his spider-sense went off. He noticed a large black portal appear on the street and suck in an armored van that was in route to one of the local banks. Using his speed and agility the web-slinger dove into the portal right after the armored van to find out where it went. However, he found the travel inside the portal to be disorienting because of all trips he made through the various portals that flowed like river between some parallel dimension. When he came out he didn't notice the man with spots on his white body until his vision cleared.

"Who the heck are you?" Spider-Man said, as he climbed to his feet.

"Me? My name is the Spot - and if you know what is good for you - you will stay out of my business."

"Well that would be kind of hard since you robbed that armored van Mr. Dalmatian."

"What? My name is the Spot - I can't believe you would suggest that I look like a dog!"

"Haven't looked in a mirror lately have you buddy boy?"

"That's it I'm going to teach you some manners!" The Spot said, as he projected portals from his body.

"Oh no - not this again."

Two portals floated on either side of Spider-Man's head and one appeared behind him. As soon as the white fists appeared out of the portal and made contact with the wall-crawler's face he was nailed from behind by a pair of white feet that sent him flying into another portal. The Spot began celebrating his victory until he heard some one yelling from behind him and when he turned around Spider-Man collided with him before he could react.

"Ooooh..."

"Yeah, now you know how I feel pal. Next time you take on a super-hero learn to brush up on the basics of your powers."

The web-slinger tied up the Spot in his webs and then made sure the guards were all right before he called the dispatch to let the police now where to pick them up. After that he left to get to the Bugle on time for work - that is if he still had a job.

---

The answering machine at the Parker Residence beeped as a message was being recorded.

_Hello Peter - I was just calling to confirm our date for Friday. I hope everything is okay with your friend. I'm going to the youth center tonight so if you want to stop by I would enjoy the company. I'll talk to you later - bye._

Aunt May walked in after the answering machine finished recording and rewinding the tape and headed toward the living room. She was tired from a long day's work and wasn't feeling all that well so she figured she would lay on the couch and take a nap. But, her plan didn't work out that way as she passed out before she even made it to the couch. Two men in dress clothes walked in and checked Aunt May's pulse before contacting their superior.

"This is Agent Jackson to Fury - Mrs. Parker is down we need a medical unit down here pronto."

"Roger that Jackson. I'll have one of our medical teams down there in ETA ten minutes."

"What should we do about Parker?"

"Peter? I'll have some one get in touch with him, but right now our hands are full. Once that medical unit gets there clear out of there."

"Yes sir."

---

Jonah waited inside his private limo as his son John and wife Ashley were departing the terminal. He put out his cigar and opened a bottle of champagne after popping two breath mints. Once John and Ashley got in the limo Jonah was all grins.

"My god you two look great together. I wish I could have been there for the reception."

"Yeah, well we only had a small opening in our schedule so we had to take what we could. I take this visit you want to hear all about how we met each other?"

"Of course, where did you meet this beautiful woman?" Jonah said, as he poured them all a glass of champagne.

"After my last mission into space I was put into therapy to see how I was coping with all the stress. Ashley happened to be my therapist and from the moment we first met we just clicked."

"That's great -- I guess. I never thought you would need therapy son."

"It was just a precaution dad. Anyways, where are we going?"

"To a fine restaurant I know of to celebrate your commitment to each other," Jonah said.

"When he says a fine restaurant he means cheap, Ashley."

Ashley giggled.

"Even after all these years you still give me the riot act and all I do is give you everything you could ask for - huh, I guess I went wrong somewhere."

"If there was anywhere you went wrong dad it was that you tried to give me everything when all I wanted was your attention."

"I never was a great father, John, but I tried."

"Yes, you did. Speaking of which - tell me about this Spider-Man."

"What!? Why do you want to know about him for?"

"Because I've been reading the papers dad and I think I can catch him."

Hearing his son say that brought a smile to Jonah's face and he began to tell his son all about the meddlesome insect known as Spider-Man.


	31. Chapter 30: The House We Built Part III

_Bitten by a genetically altered spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and early warning sense of a mutated arachnid. Believing that his powers should be used for his own selfish-gain and desiring to get back at those who ridiculed him -- Peter became a masked wrestler only to come home from a scheduled event to find his Uncle Ben murdered by a burglar. Angry with grief Peter tracked down his beloved Uncle's killer and sought to exact revenge only to find that the killer was a corrupted youth who wasn't much older then himself. Redirecting the blame at himself for his Uncle's death and inability to prevent it. Peter fully embraced his Uncle Ben's belief that with great power comes great responsibility. Utilizing his powers to their fullest Peter has become a masked scourge of the underworld and a threat to any force that would harm or corrupt innocent lives. So that what happened to him wouldn't happen to anyone else. In essence he has become **Ultimate Spider-Man**_

_**"The House We Built Part III of VI"**_

Peter arrived home finding the house un-eerily silent. He kept his guard up as he walked into the living room where he found a complete stranger sitting nervously on the couch. Peter started toward the man and the man got up waving his hands in front of his face.

"Wait a minute Spider-Man!"

"Wh-what?"

"I know who you are. I was there when you signed up for the wrestling match against Screaming Mimi at the UWF. She was a metahuman and no normal human should've been able to take her. You ain't human I know that."

"Y-you must be mistaken. I'm not Spider-Man."

"I know who you are man. I saw you sign your real name - you have to listen to me I have to tell you something about your uncle."

"What about my uncle!?"

"I was one of the guys who robbed your place. It was a set-up in or-urk!"

"YOU WERE THERE WHEN MY UNCLE WAS MURDERED!" Peter said, after grabbing the man and picking him up off the ground.

"I was there, but I swear that I didn't kill him! It was my partner. I got cold feet and left before you got home. After I left your uncle spooked my partner when he caught him down stairs and that's why your uncle got shot. This I learned while I was in the pen for a small possession charge."

Peter felt anger well up inside of him. He punched the wall next to the man and drew his fist back, but he refrained from hitting the scared man.

"Th-there's more man. Please don't kill me just let me explain. We were hired to find strong subjects for an experiment. I don't know what kind, but I know that you were originally written off because you were too scrawny. But when I saw you do those crazy things in the wrestling match I-I told my bosses that you had to be a genuine article for their experiment. They told me that you were probably using some gadgets, but you might prove useful otherwise so we were sent to collect you. That is why -- that is why what happened - happened."

Peter yelled and dropped the man. His frustration and anger boiled through his veins - he so desperately wanted to let it out - to gain his revenge, but he couldn't. It was his fault for leaving his Aunt and Uncle alone by themselves. It was his fault for not using his powers responsibly. He fell to his knees wondering how he could have let such things transgress and how he could rectify the damage he had done to his own life. There was no way to return Uncle Ben to life, but there had to be redemption for his neglect of his duty. He stood back up and grabbed the collar of the man whom he would come to know as Guy Ramirez and demanded to know everything he knew about this operation that was being run at the UWF.

---

"Are you sure about this John?" Jonah said.

"I'm positive dad. If this process will give me the power to defeat Spider-Man then I'm willing to go through with it."

"Remember Colonel Jameson. These ionic ray treatments will give you the strength of ten men, but they only last for twenty-four hours. You must recharge after every dose if you wish to keep the strength enhancement."

"Understood Doctor Willis."

"Let us begin."

Doctor Willis flipped a switch and John Jameson was bombarded with ionic rays. At first John felt some pain, but after a few moments he felt a surge of energy rush through his body. It felt like his slightest movement could would level everything around him. As he drank this power in he felt his purpose was coming to the fore and as the machine shut off he got off the table and clenched his fists feeling the power coursing through his finger tips.

"There now you are powerful enough to apprehend Spider-Man."

A smile crossed John Jameson's face and he went to go put on the uniform Doctor Willis prepared for him.

---

Daredevil landed on the top of his brimstone and went through the secret entrance to the downstairs living quarters below where his enhanced hearing picked up a message on the answering machine. He pressed the button and listened as a forensic scientist friend of his told him about the mud.

"Hey Matt, about that mud you sent me? Well guess what it comes from Sidoarjo mud flow in Sidoarjo, which is a regency in Indonesia. Those intruders of yours must been from Sidoarjo or visited there recently, but that is just a wild guess. Well anyways it's late and I have to go. Bye."

Matt erased the message and went into the parlor to collect some pain killers from tonight's festivities. It would seem tomorrow night would be just as rough if he was going to track down who broke into his Brimstone.

---

Dr. Curt Connors and Dr. Hank Pym worked feverishly on their nano-tech costume hoping to have it field ready by the deadline, but with each hour that slipped by they ran into roadblock after roadblock. And through each one they managed to get by it almost seemed like the suit was becoming more defensive. But that was impossible - the suit wasn't alive in the strictest sense of the word. Hank finally stopped his adjustments and took a break while Curt continued on for a little more before he joined Hank in the break room. Unbeknownst to them the suit slithered from it's position on the work bench and through a crack in the floor.

---

Logan dusted off his hands and walked away from the concealed helicopter toward the mansion when he detected a scent in the air that was very familiar. He turned on his heel and his eyes darted back and forth as he took a taste of the air. Some one was watching him. Some one he had encountered before. A life time ago. The problem was because of his fragmented memories he couldn't place the scent. He kept on guard as he walked through front gates of the mansion, up the drive way and inside. Once he was inside the mansion he switched the security systems from automatic to full alert. He wanted to change his bandages and get cleaned up before he faced his stalker. He couldn't risk getting an infection with his healing factor overextended as it was. After a shower and a change of bandages he slipped into one of his X-Men uniforms which had a yellow and blue color scheme with the same stripes along the rib cage and the X logo on his right breast. He stepped outside after switching the security system back to automatic and called out to the intruder.

"Hey bub. You know I can smell ya so why don't you come out so we can get this over with."

No reply.

"Why follow me this far and not try to attack me while I was inside pal? Afraid I'm more dangerous when I'm cornered?"

Still no reply.

"I can hear your heartbeat and I'm closing in on your scent so if you think you can hide from me you are sadly mistaken."

"Who said I was trying to hide from you," A figure said from the top of the roof of the mansion.

"Well, well. What do we have here. Somebody has decided to come out and play."

"I don't think you even realize the extent of danger you are in X-Man."

"Sure I do. I can smell the other boys you brought with ya. You think the odds are in your favor, but I guess no one ever told ya that I'm the best."

"A reputation that is highly overrated."

"Come down here and say that," Wolverine said.

The figure laughed. "Maybe some other time. Provided you survive of course."

The figure vanished in a puff of smoke and his partners came out of their hiding places to surround Wolverine. The feral X-Man cracked a smile as he popped his adamantium claws and jumped into battle.

---

"This is it," Harry said. "The old man is not home tonight. Let's get this over with."

"Are you sure you want to go through with this?"

"Of course. That bastard deserves it."

Harry and Damon got of the truck and started toward the house when they heard the sound of maniacal laughter. They looked around for the source and when they glanced upward they saw a haunting vision from only the worst of nightmares. Clad in green and purple and cackling like mad atop a glider with a bat-shaped head flew the Green Goblin. Harry and Damon ran back toward the truck, but there was no retreat as a pumpkin bomb blew the truck to smithereens. Harry and Damon froze in their tracks at seeing the flaming pile of metal in front of them and turned back to the laughing demon behind them.

"Surprise Harry!" The Green Goblin said before spraying them with knockout gas.

---

A pair of bleary eyes opened and took in the sights that encompassed the line of vision. A hand raised up and brushed against a chubby fat face and felt the clammy skin. As Doctor Octavius looked around he wondered how he had averted death when he had felt the cold embrace of the grim reaper upon his soul. All he knew was that a grey haired man stood in front of him holding a chart. Octavius groaned and stood up.

"Hold right there Octavius. I wouldn't move any further unless you want to damage the tank that your metallic appendage is connected to."

Octavius looked at the tank and inside was his wife alive and whole again. "It - It can't be!"

"It is. At least all but in some minor details, but that can be fixed with your input."

"What do you mean?"

"She's a clone."

"What?!"

"Yes. A clone. Allow me to introduce myself. My name is Doctor Miles Ester Warren. I am the head of the genetics research for Osbcorp and I am also the pioneer who created the organ replacement technology that saved your life."

"Why -- why did you do this? What do you hope to gain by creating a mockery of my wife?"

"She is not a mockery of your wife. She will be everything your wife was. I have discovered that D.N.A. contains all pertain information from the original. Including memories."

"Then..."

"Your wife will be whole again provided you help me steal the secrets of Osborn's Oz formula."

"I-I don't know."

"Think hard. Your wife's future is in your hands."

"To hold her. To touch her again. To feel her gentle kisses. I would do anything," Doctor Octavius said with tears in his eyes. "I'll do whatever you say as long as it includes revenge on Norman for what he has done to me and my wife."

"It is a deal."

"Then we are agreed."

The two shook hands then went to plan their caper.


	32. Chapter 31: The House We Built Part IV

_Bitten by a genetically altered spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and an early warning danger sense of a mutated arachnid. Grief stricken by the loss of his beloved Uncle Ben, Peter learned an invaluable lesson. That with great power there also must come a great responsibility. Armed with his wondrous web shooters Peter struggles to balance a high school curriculum, a part time job, and the life of a misunderstood teenage vigilante. _

**Ultimate Spider-Man #31 "The House We Built Part IV of VI"**

The New York Harbor. It was quiet and apparently abandoned. Three lone figures entered the harbor from three different locations completely unaware of each other's presence. The controversial media figure Spider-Man, the feral mutant code named Wolverine, and the lawyer by day, blind adventurer by night Daredevil. Behind Spider-Man crept the frightened Guy Ramirez who had told the hero of his participation in the events that led to the web-spinner's uncle dying. Despite the overwhelming anger at the Ramirez Spider-Man had chosen to redirect his frustrations, which brought him to the harbor. The sound of trash can being knocked over caused Guy to yelp.

"Quiet," said Spider-Man. "It's just a cat chasing a rat."

"Oh..."

Guy put his foot down and followed closely behind the wall-crawler until a sudden tingle from the amazing one's every reliable spider-sense kicked in.

"Out of the way!" said Spider-Man as he shoved Guy aside.

An oil drum sailed through the air and crashed into the web-slinger's side knocking the air from his lungs. A moment later a man leaped out from behind a box of crates with blades sprouting from between the knuckles of both hands. Acting instinctively Spider-Man sprung back onto his palms and sent his feet crashing into his attacker's jaw causing the hairy man to grunt in pain as he was thrown backwards into the very same crates he had leapt over. Kicking back onto his feet Spider-Man clenched his fists as the hairy man got back up.

"Whoever you are I'm not in the mood for games," said Spider-Man.

"Funny, I was just about ta say the same thing."

"Oh, well since we are clear on that -- get out of my way!"

"Why should I?" said the hairy stranger.

"Because I said _**so**_."

"And who're you supposed to be? With that flamboyant costume I would think you were a cos-player?"

"That's it!"

Spider-Man lunged at the stranger grabbing him at the wrists so that the blades wouldn't come to play and using that forward momentum the wall-crawler did a complete flip over tossing his opponent through the air and into a forklift. The brunt of metal bones meeting solid metal made a sickening crunch sound. Spider-Man drew closer a bit worried that he had badly injured his foe when the wild man made a swipe at him. Narrowly evading the attack the web-slinger acted instinctively and webbed up his enemy while he had flipped into mid-air and came to a landing on the tips of his toes.

"Ugh! Get this gunk off a me!"

"Not a chance pal. Now why don't you wait here while I deal with your friends," said Spider-Man.

"Friends? What are you talking about? I came here to get some revenge on some punks who blind sided me."

Spider-Man's eyes widened beneath the concealment of his mask. "Let me guess the clowns you want revenge on are located here right?"

"Yea, they are. So what?"

"I bet they are the same jokers that I want to get my hands. What do you say we call a truce and take these goons down together.

"I don't need help. I'm not the type to ask for it."

"I don't need help either, but since I figured you'd be stuck there for a while I'd offer you a way out unless you want to be carted off to jail with the rest of those losers."

Wolverine snorted. "The name's Wolverine. I suppose you're the Spider-Man I heard about in the papers."

"Yeah."

"Are you going to get me out of this crap?"

"You going to behave?" said Spider-Man.

"Sure. For now you got yourself a truce until after we deal with these punks. After that all bets are off."

"I guess I can live with that..."

Spider-Man pulled Wolverine free and the X-Man cleaned himself up as best as possible considering what was stuck to him.

"So who's the runt?" Wolverine said.

"He's my lead to these guys," said Spider-Man.

"Hmph."

"What has your goat?" said Spider-Man.

"I could tell you where those guys are," said Wolverine as he ran a hand across his nose. "I can smell'em."

"What are you part blood hound?"

"Another wisecrack from you and I'll make shish-cabob outta ya."

"We all saw how you did against me the first time so don't expect any differences. Now let's just get this over with so both of us can get onto better things," said Spider-Man as he took the lead. Wolverine and Guy followed close behind.

"So what do you think dad," said John as he slipped on the final addition to his costume. "How does the name the _**Destroyer**_ sound!"

"Sounds menacing. I suppose it fits since you will be destroying the threat that Spider-Man's represents to the city."

"Right..."

John looked at himself in the mirror admiring the black and grey body suit through the slits of the face mask that completed his outfit.

"Remember son be back here in time for your next treatment so the Doctor can keep tabs on your health."

"I know dad. I'm a grown up now and I can take care of myself."

Jonah nodded.

Red gloved hands traced along the cargo containers while a pair of hyper-sensitive ears tuned out the background noise and focused on the chatter on the other side.

_"The boss says we'll be implementing the next operation tomorrow morning so he wants every one to check their gear and be ready to ship out."_

_"What are we doing this time?"_

_"We're going to be transporting the subjects and -- did you hear something?"_

_"Sounded like an animal."_

The next several sounds were screams and this prompted Daredevil to use his Billy Club to vault over the container and down on the other side. As soon as he landed he brought up his Billy Club to block the blades directed at his throat and sent a kick into his attacker's bread basket.

"Whoever you are I'd suggest giving up before you get hurt," said Daredevil.

"Says you bub."

"Hold it Wolverine," said Spider-Man who appeared from the shadows. "Daredevil is a friend of mine."

"What the hell is this? A super-hero convention?" said Wolverine as he gave himself some distance between himself and Daredevil.

"You know this guy, Pet-Spider-Man?" said Daredevil.

"We're temporarily partners. What are you doing here anyways?"

"Some one gave me a private visit and ransacked my Brownstone. It took me two days to track them down here."

"So it looks like all three of us are after the same guys," said Spider-Man.

"I've only been on this case for an hour and I'm gettin' bored. Let's try to keep the chatter to a minium boys."

"You're an annoying ass aren't you," said Daredevil as Wolverine walked by.

"Yes, thanks for noticin'."

Daredevil followed behind Wolverine as Spider-Man waved for Guy to come on and when Guy didn't show himself that gave the web-slinger a bad feeling - a feeling that was backed by his suddenly blaring spider-sense.

"Uh, guys we have company," said Spider-Man.

Daredevil and Wolverine paused in their tracks as they too sensed their numerous guests.

"Well, I guess you can't say that we didn't leave an impression," said Wolverine as he popped his claws and prepared to fight.

Files were scattered and furniture was tossed aside as a silent figure canvassed an abandoned Brooklyn apartment. But despite how much effort was put into the search it proved fruitless so the intruder left via the window disgusted.

Nick Fury kept a silent vigil outside Exam Room thirteen as the doctors checked May Parker's condition. From the corridor behind him walked Captain America who held his head low.

"Of all of the worst things to happen we end up baby sitting a civilian," said Cap.

"Watch your tone Rogers. That woman there is the only means we have of controlling the Parker kid. If she dies I maybe forced to go to desperate measures."

"If I was you sir I would have already had the boy under wraps. Loose ends don't make for good covert ops."

"You're not me, Rogers. That's the difference - and I better never hear you speak to a commanding officer like that again or I will have you put back on deep _ice_."

"Yes sir," said Cap with a salute as Nick walked away. When Nick was out of sight Cap went up to the plexiglass to look in on May Parker.

Twirling in the air Spider-Man snared several goons with his webs and drew them into the cocoon he was building. While Daredevil who was immersed in his own troubles hurled his Billy Club into the nose of the rifleman who had gotten a bead on Wolverine knocking the man silly. The canknucklehead gave a brief nod as thanks and took out the rifleman's partner to even the score. As the heroes battled the hired help a silhouette cast over the battle zone.

"Well, well. What do we have here," snarled Sabertooth.

"What the--"

"It's been a while Logan," said Sabertooth. "What is it been a month? Those wounds of yours should be healed up by now or close to it."

"I'm more than ready ta deal with you," said Wolverine as he gave chase after the fleeing Sabertooth.

"Wolverine wait up," said Spider-Man who had finished tying up some thugs when his spider-sense flared.

A bullet nearly grazed his shoulder as he leaned to the left and when he looked down from his vantage point on the crane above the cargo containers he saw a man with a full-face mask with a a crossbones on it.

"Why don't you play with me insect."

"Fine, have it your way pal."

Spider-Man followed after the shooter while Daredevil mopped up what was left of the hired help.

Guy had nearly cleared his way from the harbor when he was found and brought back to the hide out of his former employer. The person who had captured him held a sword to his neck and forced him to kneel as an Asian man in a two piece suit walked into the room and took his seat.

"So we meet again Ramirez. I thought we should meet one last time before my lady Kwannon here kills you."

"Please Mister Tsurayaba the fault of our failure lies on Jace's head not mine," said Guy.

"You are a loose end Guy. Our benefactor does not like loose ends and that is why you must be disposed of."

"Do you want me to do it now Matsu'o?" said Kwannon.

"Yes and make sure that our help has disposed of the intruders as well."

Kwannon bowed and carted Guy off.

Spider-Man swung into warehouse where his foe had ran into and he searched around letting his spider-sense keep him forewarned of impending danger. As he neared the center of the warehouse a flare from his spider-sense came too late and he was knocked to the floor with a large weight placed against his chest. When the lights came on in the warehouse Spider-Man found himself beneath the boot of a large robot with a missile launcher aimed at his forehead.

"In my line of business," said the man with the crossbones mask who stood on a nearby cargo crate. "This is what we call a messy extermination."

"Yeah well this is what we call web in the eye," said Spider-Man as he tapped the finger triggers of his web-shooters. Yet, when he heard the click-click of empty cartridges his face paled beneath the comfort of his mask. "Oh boy."

_To Be Continued..._


	33. Chapter 32: The House We Built Part V

_Bitten by a genetically altered spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and an early warning danger sense of a mutated arachnid. Grief stricken by the loss of his beloved Uncle Ben, Peter learned an invaluable lesson. That with great power there also must come a great responsibility. Armed with his wondrous web shooters Peter struggles to balance a high school curriculum, a part time job, and the life of a misunderstood teenage vigilante. _

**Ultimate Spider-Man #32 "The House We Built Part V of VI"**

A great weight was placed against the web-slinger's chest which made it extremely difficult for the teenage hero to breathe. Using what strength he could muster he attempted to push the giant robot's foot off of his chest so he could get air into his lungs. While he did that Crossbones was distracted by the arrival of certain blind adventurer.

"I see you have my friend pinned down, but you won't find me so easy."

"We will see about that you costumed clown."

Daredevil threw his Billy club before Crossbones could draw his gun knocking the automatic weapon from his hand and allowing the scarlet swashbuckler time to tackle the mercenary to the ground. The two rolled around on the ground fighting for the upper hand until the urban avenger kicked Crossbones off of him and kip upped to his feet.

"You're pretty good pal. But I don't see you beating me."

"That's what you think Daredevil."

"You know of me?"

"I know all of your legends, but they will soon be laid to rest."

Crossbones threw a knife at the man without fear who aptly dodged it only to be felled by the smoke bomb that followed.

"Not so tough now are you."

--

Outside Wolverine and Sabertooth scored severe blows on each other until both could barely stand. The feral X-Man could feel blood filling up his lungs and he knew if he lost here that he could not be there for the family he was starting to care for. So pulling up the last bit of strength he could muster he did the only thing he could do.

"Let's end this fer keeps."

"Fine by me," said Sabertooth.

The two made a head on charge and struck a fatal blow on each other that left them both lying in a growing pool of their own blood.

--

Guy struggled with the grip that Lady Kwannon had on him, but for some reason he could not get free. Despite her appearance she was stronger than she looked and she held him rather easily. Several Hand ninjas awaited in the next room of the warehouse for her so she set Guy aside to be guarded by one of her men.

"How goes our hired help's progress in destroying the unwanted guests?"

"Not well Lady Kwannon. Sabertooth has been disposed of and so has his opponent. Crossbones still engages the Wall Crawler and the accursed Daredevil."

"Send some more of our ninja to distract them while I finish my work. When I am finished here I will be boarding the ship. Make sure that the heroes do not follow."

"Yes Lady Kwannon."

After the ninjas left Kwannon looked at Guy and played with the tip of her sword.

"So will you scream for me. Or do I have to provoke it?"

--

Spider-Man managed to raise the robot's foot up enough that he could brace his feet under and push with both his upper and lower body strength. The robot found itself losing its balance and fell over on its backside with sparks flying from its fragile broken head. As the web-slinger caught his breath he noticed that his best friend Matt was having a hell of a time with the Crossbones creep. Urging his oxygen deprived body up, the wall-crawler jumped into the fray.

"Hey bone head don't go beating on my pal! I'm not through with you yet!"

Crossbones rolled with the powerful punch by the amazing teenager and planted his foot to catch his balance.

"You got lucky with that shot, but you won't get lucky with the next one insect."

"That's arachnid peon!" Spidey said as he dodged one of Crossbones thrown kicks. "You know as in spiders."

"Whatever you are doesn't matter because you are _**dead!**_"

"Do your best because a lunk head like you won't get me a second time with one of those tricks of yours."

As the two fought Daredevil seized the opportunity that Spider-Man presented by having Crossbones distracted and caught the mask wearing merc from behind with hammer blow to the back. Spider-Man followed up his some time partner's action with an uppercut that knocked Crossbones down and out for the count.

"That takes care of him," Daredevil said.

"What about Wolverine?" asked Spider-Man.

"I have no idea where he went to."

"What happened to your sparring partner?"

"We were fighting on the top of a cargo frater when my Billy club nicked him and he appeared to have fallen off."

"What do you mean appeared to?"

"As in that's what my senses told me. I have no idea what happened to him. All I know is he definitely didn't hit the water."

"Let's find Wolverine and Guy and get the hell out of here."

"Why? We haven't even found out who is behind the mystery that brought us here."

"I know, but with Guy being a liability we are at risk."

"We're already here Pe-- did you hear that?"

"Hear wh-- whoa...my spider-sense just went defcon one."

"I don't think we're alone anymore."

Out of the shadows more ninjas appeared.

"Oh man. More _ninjas?_ What did I do to deserve this?"

"Don't ask just fight."

--

Blood had formed into a pool at the base of the door where Lady Kwannon was stepping through to get on the ship that would take her and Matsu' O out of the country. Behind her lay the corpse of Guy Ramirez whose final moment for atonement still resulted in his death. Lady Kwannon gave one last look back then smiled to herself as the ship prepared to cast off.

--

Harry opened his eyes despite how hazy his vision was. He looked to the left of him and as his vision began to focus he saw the mutilated corpse of his best friend Damon.

"Oh my god! _**NO**_!"

"Oh yes my dear Harry. What you see has truly happened," said a voice from the shadows of the featureless room.

"Whose there? What did you do to my friend!!"

"I did what was necessary Harry. You must understand that."

"Necessary? NECESSARY?! YOU KILLED MY BEST FRIEND!!"

There was silence until the Green Goblin walked into the room. Harry had heard rumors of him, but no one had ever lived to see him save the Kingpin. The Green Goblin walked over to the flat table that Harry rested on and tapped the boy on the head.

"You don't seem to get the big picture Harry. Your drug addictions and criminal activity has tarnished the Osborn name and the legacy that comes with it. For that their must be a reckoning."

"What are you talking about? What do you know about my family and why would you even care?"

"Why? Because Harry," The Green Goblin said as he pulled off his mask. "I'M YOUR FATHER! HAHAHAHAHAHAHAHAH!"

--

Spider-Man leaped over two ninjas and planted his feet square in the face of the two that were waiting for him as he was coming down. Upon impact with their faces he sprung onto his palms then vaulted back into the air using his momentum to keep him from being overwhelmed. Daredevil who stood on the other side of the room had connected his Billy Club's parts into a staff and was using it for efficient neutralization of his opponents. Noticing their enemies dwindling numbers Daredevil cracked a smile.

"You think they are taking the hint not to mess with us?"

"I'd like to think so," said Spidey as he sent a heavily muscled ninja into the rest of the pack. "But let's not get our hopes up."

As the last of the ninjas fell Daredevil and Spider-Man stood in the room hunched over.

"Man...that was tiresome."

"Tell me about it. I haven't had any sleep in the past three days." Daredevil's head suddenly rose up. "Do you smell that?"

"What?"

"Blood and death."

"Oh no!"

The two raced across the entire pier following the smell to the source and once they entered the locked warehouse room they found Guy Ramirez dead. Daredevil kneeled down and applied his super-senses to try and figure out how he died while Spider-Man looked out over the horizon to the ship that was far in the distance. All of the answers he sought were now gone with Guy into the ether and he remained in the dark about a situation that involved more than he could imagine.

--

A figure in the shadows of a secret lobed looked at the morning headlines from the Brooklyn Herald and the Daily Bugle, which covered Spider-Man and Daredevil's battle on the New York piers. A glove hand sat down both papers, clenched, and rested under a furred chin.

"Hahahahhah! Everything is so funny. Especially how the media continues to cover the elusive Spider-Man. But wait -- just wait until they get a load of me."


	34. Chapter 33: The House We Built Part VI

_Bitten by a genetically altered spider, high school student Peter Parker gained the proportionate strength, speed, agility, equilibrium, and an early warning danger sense of a mutated arachnid. Grief stricken by the loss of his beloved Uncle Ben, Peter learned an invaluable lesson. That with great power there also must come a great responsibility. Armed with his wondrous web shooters Peter struggles to balance a high school curriculum, a part time job, and the life of a misunderstood teenage vigilante. _

_**Ultimate Spider-Man #33 "The House We Built Part VI of VI"**_

Spider-Man swung through the city distracted by the feelings of confusion he felt. Not so long ago a man named Guy Ramirez put forth the notion that Peter was only partially guilty of his Uncle Ben's murder -- that the main responsibility fell on the shoulders of Ramirez's mysterious employers. After a long drawn out battle on the pier that ended with Guy's death. The guilt-ridden youngster ended up back at square one with a notion that some force was out there which had played a part in his Uncle's murder. And that he had no face or name to put with their vile act. As he landed on-top of the roof of his best friend's brownstone he pressed the secret stud to activate the entrance that would allow him to enter. But when he entered the lawyer by day - adventurer by night's apartment he never expected to find Matt laid out on the floor looking sickly.

"Matt! Are you all right?" said Spidey as he hopped over and kneeled beside his best friend.

"W-water..."

"Hold on pal. I'll get you some water, but first let me put on the couch."

Lifting up Matt gently, Spider-Man laid him on the couch and then got a glass of water, which he helped the sickly Murdock drink.

"What happened to you, Matt?"

After swallowing his fill Matt turned away. "It's none of your concern. I'll be all right Peter. Right now you should get to school."

"But--"

"--No _buts_! Just go."

"Fine. I will check on you later then."

Matt nodded his head and Spider-Man left.

--

Mary Jane got off the bus and headed toward the school when her best gal pal Jessica ran up beside her and tapped her on the arm.

"Hey MJ. Peter called me and said he'd be here today before the second bell."

"That's good I suppose."

"Still confused aren't you?"

"Yeah. I mean all these random disappearances. He says things that makes me think he feels a certain way towards me, but he's never around for us to make anything of it."

"I'm sorry MJ."

"It's not your fault."

"No, but I feel like I carry some of the blame."

"Why? Do you know why he's always missing class and avoiding me?"

"No, no. I have no idea."

"Hunh, well. We better get to class."

The two headed inside just as Spider-Man landed on the roof above.

"Made it just in time. Now to get changed."

As the web-slinger started to change clothes the skies suddenly changed color and everything seemed distorted. For a moment Peter lost his balance and fell off the roof, but luckily he still had his web shooters on and managed to snag the underside of the ledge. When he pulled himself back up he wondered what the hell happened, but given he was already late for class. He had no further time to devote to investigating.

--

There was almost dream-like quality to the shapes and textures that Matt perceived, and despite what his instincts told him -- he had this deep foreboding feeling that something wasn't right in the universe. He couldn't put into words, but it almost seemed like all the sounds that his mind interpreted as the music of the world had changed in pitch and tone. Like it become something different than he was used to hearing. While reaching for his glass of water. Matt paused as a familiar perfume wafted in the air.

"Elektra..."

--

Norman ran his hands through his hair, and then he noticed the distortion in the sky. A smile crossed his face as he went back into the parlor and pulled out a book that had slash marks on it, which caused the book case to pull back and slide to the side. He walked inside looking at the various Goblin costumes and smiled for a moment.

"Well, Parker. It's time to let rain the wash everything away!" said Norman before he broke out into a fit of laughter.

--

Wilson Fisk sat in the luxury of an apartment that his company owned with some of his best men guarding him including the grey costume clad enforcer known as the Shocker. As he sat in the wheel chair looking out the balcony window a look of fear was on his face. For the first time in a long time he stood to lose everything. He thought that all of his plans were concealed from outside, but when the walls came down there would be no saving him from the law. Yet, that didn't mean he wouldn't get a measure of revenge. He felt resolute as he began to hatch a scheme of revenge that would strike at all of those who had wronged him.

--

Matsuo Tsurayaba ran his hands a long the delicate legs of Lady Kwannon and regarded her with the most charming look that was possible given how cold his heart was. She leaned up and kissed him up until a helmeted figure appeared on the flatscreen monitor the rose up from between the dinner table.

"Am I interrupting something Matsuo?" said the figure.

"No, in fact you are just in time. I have killed Ramirez and removed the threat he posed to our larger schemes."

"Yet you ALLOWED Spider-Man to destroy the control device for our gate world machine. Now, as we speak SHIELD is investigating the scene and soon they will uncover the equipment we subtly planted through out the city."

"I am sorry. My failure can be blamed on the reliance of the warped creatures you provided me."

"NO EXCUSES Matsuo. You will return to Serpent Island immediately and await further instructions. I will be sending our _other _agent to deal with Spider-Man."

"As you wish," said Matsuo.

Once the flatscreen monitor descended Matsuo got up and walked away from Lady Kwannon.

"It's not your fault you know."

"No, but things will not look good for me in the long run."

"What are you planning to do?"

"What I do best."

Lady Kwannon grinned. "Tell me -- what do you have in mind."

--

Walking through the hallways lost in thought. Peter hardly noticed MJ and Jessica who were calling his name. He was too focused on what Guy was trying to tell him and on all of the weird happenings that were occurring in his life.

"PETER!" Yelled MJ.

"What hunh?" said Peter as he turned around.

"We have been calling you since you walked by us a minute ago."

"Oh, sorry MJ, Jessica. I'm just depressed about some things."

"Like what?" said Jessica.

"Stuff."

"What kind of stuff?" asked MJ.

"Stuff that's too personal to talk about. Look I have to go to Bugle. JJJ wants me there for an orientation."

"A what?" said Jessica as Peter increased his pace and left them behind.

"Why would JJJ want Peter at the Bugle for an orientation?" said MJ.

"I have no idea, MJ."

Not too far away Peter had slipped away from sight and changed into a pair of familiar red and blues that demonstrated his flamboyant attitude as the Amazing Spider-Man. But as the web swinger swung off he didn't know his famed arch foe Norman Osborn was trailing him on his goblin themed glider.

--

John Jameson looked out the window of his apartment looking over Manhattan. Like everyone else he could feel the storm coming. His Destroyer costume was laid out on his bed while Ashley was away on business. The Power Broker treatment that Doctor Willis gave him made more of a man than his military training ever did. He felt like he could take on a hundred Spider-Men. What was even better was that his wife Ashley noticed a nice welcoming difference. Though, she had thought his obsession with finding and defeating Spider-Man for his father had faded. As he put the last part of his costume on he looked once more at the picture of his dad and did a salute.

_I will make you proud dad._

--

Doctor Octavius worked slavishly away at long term and short term plans that would mostly benefit him and restore his wife. Each was written in a formula only his brilliant mind could understand. But then often mad men speak languages that no normal mind can perceive. While he was busy. Doctor Miles Warren checked the test results of Octavius' wife. Her cellular decay was fifteen percent above what it was yesterday and far above the normal human rate.

_Damn it. Even with the modifications I made the clone is deteriorating and I can't figure out how to stop it. If only I had something to reinforce the stability of the cellular structure._

_-- _

Silvio Manfredi watched as his son Joseph talked with the other mob bosses while he was confined to a wheel for his health took a sharp turn for the worst. He feared that his time grew short and soon his son would have to take over. Joseph had already proven himself intelligent, cunning, and three steps ahead of his foes in the west. Now, it was his time to bring him into the east and let him merge the two Manfredi empires into one whole conglomerate. But first Silvo wanted to make sure that Alejandro wouldn't be a problem for his son. So, he wheeled himself into another room.

--

Spider-Man started swinging toward the Daily Bugle when he saw some one he hoped he wouldn't see again. It was the Green Goblin and he was taunting Spider-Man to follow him. Driven by dim memories of what he did to Doctor Octavius and the brutal mental torture that Osborn held over him with the picture of his unmasked face. Peter was no longer swinging casually. His pace was quicker and precise as he drew closer to the source of his previous mental anguish that could never be forgotten.

"Come back here, Osborn!" yelled Spider-Man from the perch of a nearby ledge.

The maniacal Goblin pulled out something from his bag which caused Peter's eyes to grow wide behind his mask. It was a picture of Uncle Ben and Aunt May and Peter when he was younger. The sudden realization and fear of what that represented created a surge of Peter had never demonstrated before. He leaped a good hundred and fifty feet into the air straight at the cackling devil. His fists were drawn back. His heart hammering against his chest. Every fiber in his being called for blood. But something unexpected happened. A nondescript helicopter appeared between the two and when one of the soldiers on board saw Spider-Man he started to draw his weapon. Unable to halt his momentum, the web spinner landed on the side of the helicopter and his eyes widen as he noticed the SHIELD logo.

"What are you guys doing?" asked Spider-Man

"Get him off the plane, Bill!" shouted the pilot.

Bill hit Spider-Man with the butt end of his rifle sending the crime busting teen toward the street below. Yet, to his surprise the Goblin grabbed him by his wrists and zoomed off toward the Harbor.

"You really don't get it do you insect," said the Goblin. "I can tell by the fact that my mask's lens can see through your mask."

"What kind of game are you playing Osborn?" inquired the web slinger.

"Why by far the most dangerous game you have ever participated in, Peter. You may not realize it, but the entire experience you have had these past 3 months is nothing more than game orchestrated by the finest criminals ever."

"I'm not a puppet to be toyed with, Osborn."

"Peter, you truly wound me with your insults. But unfortunately you have already played the puppet for me and you weren't even aware of it. This whole time you been playing the hero to a select group of people in a controlled environment cut off from the rest of New York City."

"NO! You're lying!"

"Am I? Then why did those SHIELD operatives FIRE upon you?"

"They... obviously didn't recognize me."

"You're OBVIOUSLY not as intelligent as I once believed you were. You think those idiots back there knew who you were? Get it through your head hero. This whole time you were being watched and toyed with. Your life secrets being divulged to people you aren't even aware of. Most of all the Nick Fury and _some _of the friends you knew were nothing more than Automatons."

"YOU LIE!" said Spider-Man as he broke free of Osborn's grip. When he landed he noticed that they weren't too far from the pier which is where the Goblin was heading with a burst of speed.

--

A black man with a black eye patch over his right eye stood on the pier next to the warehouse that was leveled in some unexplained manner. Like his men he wore black fatigues that had no markings to identify which country they were allied with. The only thing that was telling was the way his men addressed him as Colonel.

"Sergeant, I want a tech crew here fast to examine the blood splattered here and the debris left about," said the Colonel.

"Yes sir, Colonel sir," said the Sergeant.

"Colonel. There's some kind of underground lab over her," yelled a female soldier.

"What kind of lab lieutenant?"

"I don't know sir."

Following close behind the Goblin was Spider-Man who saw Nick Fury up head leading a team toward the wreckage where he fought that robot the night before.

_I don't understand anything the Goblin is babbling about, but maybe Nick can clear things up._

But before Spider-Man could say a word Fury and his soldiers noticed the two and opened fire on both him and the Goblin.

"See what I mean arachnid? They don't know who you are! And the beauty of it is _we _have what we wanted. Now, to cover up our losses."

With that said Osborn threw two fire emulation bombs destroying the lab and the blood splatter left behind from last night. Once the lab was destroyed multi-colored lights exploded around the city and Spider-Man found himself being stared at as if he was a stranger.

_They shot at me with intent to kill...Osborn was right...this whole time I've been used._

"Hold it right there freak," said Colonel Fury.

Spider-Man covered the SHIELD unit in a giant web net and then took off.

--

Hours later Peter found himself with nowhere to turn with his dilemma except the brownstone where he hoped that Matt was awaiting. He was frightened that all of his friends and loved ones where gone, but to his relief so far Jessica, MJ, Aunt May were all encountered for and fully remembered him. Now, it was time to see Matt and hopefully he was among those who still remembered him. But when Peter entered he found a barren loft. Given how tired and stressed out he was he couldn't bring himself to check over the room thoroughly. Instead he left it the way it was. Not noticing the letter addressed to him from Matt.

**Author's Notes: **_Whoa, 2,569 words. It's been quite a while since I hit that length. But this issue needed that to cover everything before I moved on to the next segment. Anyways, stay tuned True Believers we're getting ready to kick into over drive with Ultimate Spider-Man Second Genesis!_


End file.
